DEF 14A
false0001638290DEF 14A00001638290mcft:AdjustmentToCompensationChangeInFairValueAsOfVestingDateOfStockAwardsGrantedInPriorFiscalYearsForWhichApplicableVestingConditionsWereSatisfiedDuringFiscalYearMemberecd:PeoMember2021-07-012022-06-300001638290ecd:NonPeoNeoMembermcft:AdjustmentToCompensationChangeInFairValueOfOutstandingAndUnvestedStockAwardsGrantedInPriorFiscalYearsMember2021-07-012022-06-300001638290ecd:NonPeoNeoMembermcft:AdjustmentToCompensationChangeInFairValueOfOutstandingAndUnvestedStockAwardsGrantedInPriorFiscalYearsMember2022-07-012023-06-300001638290mcft:AdjustmentToCompensationFairValueAsOfPriorFiscalYearEndOfStockAwardsGrantedInPriorFiscalYearsThatFailedToMeetApplicableVestingConditionsDuringFiscalYearMemberecd:NonPeoNeoMember2022-07-012023-06-300001638290mcft:AdjustmentToCompensationGrantDateFairValueOfStockAwardsGrantsInFiscalYearMemberecd:PeoMember2022-07-012023-06-300001638290ecd:PeoMembermcft:AdjustmentToCompensationChangeInFairValueOfOutstandingAndUnvestedStockAwardsGrantedInPriorFiscalYearsMember2020-07-012021-06-300001638290mcft:AdjustmentToCompensationFairValueOfVestingOfStockAwardsGrantedInFiscalYearThatVestedDuringFiscalYearMemberecd:NonPeoNeoMember2021-07-012022-06-300001638290ecd:PeoMembermcft:AdjustmentToCompensationFairValueOfVestingOfStockAwardsGrantedInFiscalYearThatVestedDuringFiscalYearMember2020-07-012021-06-300001638290mcft:AdjustmentToCompensationFairValueAtFiscalYearEndOfOutstandingAndUnvestedStockAwardsGrantedInFiscalYearMemberecd:PeoMember2022-07-012023-06-300001638290ecd:PeoMembermcft:AdjustmentToCompensationFairValueOfVestingOfStockAwardsGrantedInFiscalYearThatVestedDuringFiscalYearMember2021-07-012022-06-300001638290mcft:AdjustmentToCompensationChangeInFairValueAsOfVestingDateOfStockAwardsGrantedInPriorFiscalYearsForWhichApplicableVestingConditionsWereSatisfiedDuringFiscalYearMemberecd:NonPeoNeoMember2021-07-012022-06-300001638290mcft:AdjustmentToCompensationChangeInFairValueAsOfVestingDateOfStockAwardsGrantedInPriorFiscalYearsForWhichApplicableVestingConditionsWereSatisfiedDuringFiscalYearMemberecd:NonPeoNeoMember2022-07-012023-06-300001638290mcft:AdjustmentToCompensationFairValueAsOfPriorFiscalYearEndOfStockAwardsGrantedInPriorFiscalYearsThatFailedToMeetApplicableVestingConditionsDuringFiscalYearMemberecd:NonPeoNeoMember2021-07-012022-06-300001638290mcft:AdjustmentToCompensationGrantDateFairValueOfStockAwardsGrantsInFiscalYearMemberecd:PeoMember2020-07-012021-06-300001638290mcft:AdjustmentToCompensationFairValueOfVestingOfStockAwardsGrantedInFiscalYearThatVestedDuringFiscalYearMemberecd:NonPeoNeoMember2020-07-012021-06-300001638290mcft:AdjustmentToCompensationFairValueAtFiscalYearEndOfOutstandingAndUnvestedStockAwardsGrantedInFiscalYearMemberecd:NonPeoNeoMember2022-07-012023-06-300001638290mcft:AdjustmentToCompensationFairValueAtFiscalYearEndOfOutstandingAndUnvestedStockAwardsGrantedInFiscalYearMemberecd:NonPeoNeoMember2021-07-012022-06-300001638290mcft:AdjustmentToCompensationFairValueOfVestingOfStockAwardsGrantedInFiscalYearThatVestedDuringFiscalYearMemberecd:PeoMember2022-07-012023-06-300001638290mcft:AdjustmentToCompensationGrantDateFairValueOfStockAwardsGrantsInFiscalYearMemberecd:NonPeoNeoMember2020-07-012021-06-300001638290mcft:AdjustmentToCompensationChangeInFairValueAsOfVestingDateOfStockAwardsGrantedInPriorFiscalYearsForWhichApplicableVestingConditionsWereSatisfiedDuringFiscalYearMemberecd:PeoMember2020-07-012021-06-300001638290mcft:AdjustmentToCompensationGrantDateFairValueOfStockAwardsGrantsInFiscalYearMemberecd:NonPeoNeoMember2022-07-012023-06-300001638290ecd:PeoMembermcft:AdjustmentToCompensationChangeInFairValueOfOutstandingAndUnvestedStockAwardsGrantedInPriorFiscalYearsMember2022-07-012023-06-300001638290mcft:AdjustmentToCompensationChangeInFairValueAsOfVestingDateOfStockAwardsGrantedInPriorFiscalYearsForWhichApplicableVestingConditionsWereSatisfiedDuringFiscalYearMemberecd:PeoMember2022-07-012023-06-30000163829042022-07-012023-06-300001638290mcft:AdjustmentToCompensationFairValueAtFiscalYearEndOfOutstandingAndUnvestedStockAwardsGrantedInFiscalYearMemberecd:PeoMember2021-07-012022-06-300001638290mcft:AdjustmentToCompensationFairValueAsOfPriorFiscalYearEndOfStockAwardsGrantedInPriorFiscalYearsThatFailedToMeetApplicableVestingConditionsDuringFiscalYearMemberecd:NonPeoNeoMember2020-07-012021-06-300001638290ecd:PeoMembermcft:AdjustmentToCompensationChangeInFairValueOfOutstandingAndUnvestedStockAwardsGrantedInPriorFiscalYearsMember2021-07-012022-06-3000016382902020-07-012021-06-30000163829022022-07-012023-06-300001638290mcft:AdjustmentToCompensationGrantDateFairValueOfStockAwardsGrantsInFiscalYearMemberecd:NonPeoNeoMember2021-07-012022-06-3000016382902021-07-012022-06-30000163829012022-07-012023-06-300001638290mcft:AdjustmentToCompensationChangeInFairValueAsOfVestingDateOfStockAwardsGrantedInPriorFiscalYearsForWhichApplicableVestingConditionsWereSatisfiedDuringFiscalYearMemberecd:NonPeoNeoMember2020-07-012021-06-30000163829032022-07-012023-06-300001638290mcft:AdjustmentToCompensationGrantDateFairValueOfStockAwardsGrantsInFiscalYearMemberecd:PeoMember2021-07-012022-06-300001638290ecd:NonPeoNeoMembermcft:AdjustmentToCompensationChangeInFairValueOfOutstandingAndUnvestedStockAwardsGrantedInPriorFiscalYearsMember2020-07-012021-06-300001638290mcft:AdjustmentToCompensationFairValueAtFiscalYearEndOfOutstandingAndUnvestedStockAwardsGrantedInFiscalYearMemberecd:NonPeoNeoMember2020-07-012021-06-3000016382902022-07-012023-06-300001638290mcft:AdjustmentToCompensationFairValueOfVestingOfStockAwardsGrantedInFiscalYearThatVestedDuringFiscalYearMemberecd:NonPeoNeoMember2022-07-012023-06-300001638290mcft:AdjustmentToCompensationFairValueAtFiscalYearEndOfOutstandingAndUnvestedStockAwardsGrantedInFiscalYearMemberecd:PeoMember2020-07-012021-06-30mcft:PerShareiso4217:USD

 

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

 

 

 

 

 


 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_0.jpg 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_1.jpg 

 

2023 PROXY STATEMENT

And Notice of Annual Meeting of Shareholders

 


 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_0.jpg 

 

September 15, 2023

DEAR SHAREHOLDERS,

Executing on our mission to deliver the best on-water experience, MasterCraft achieved another record year in Fiscal 2023. Our portfolio of innovative, high-quality powerboats has propelled us to a third consecutive year of record-setting net sales and earnings.

POSITIONING FOR LONG-TERM VALUE

We believe our results are driven by the strength and breadth of our MasterCraft, Crest, and Aviara brand offerings and the investments we are making in product development, marketing, production, and operational excellence. We have a track record of growing through multiple approaches, including organically through existing brands, internal new brand development, and acquisitions. We are laying the foundation for future growth by actively investing in targeted initiatives that will take advantage of the strong underlying secular industry trends, as we maintain our Company’s position at the forefront of the marine industry.

STRENGTHENING OUR BOARD

MasterCraft’s Board of Directors is focused on maintaining the right skillsets to support the Company’s continued growth and success. In October 2022, we added Kamilah Mitchell-Thomas to our Board of Directors. She brings a wealth of executive leadership and human resources experience that will help drive the Company’s growth with a focus on human capital development. Complementing the Board’s strong industry knowledge and leadership experience, three of eight directors are diverse by gender or ethnicity.

SUSTAINABILITY THAT SUPPORTS OUR SUCCESS

Dedicated to enabling our customers to enjoy the outdoors, we understand the importance of fostering environmental and social sustainability. Our annual Sustainability Report shares our commitment to engage in operational excellence, including environmental sustainability, promoting the health and safety of our employees, and being good stewards for all our stakeholders. Highlights of our work include:

Expanding our waste recycling program to achieve an 84% increase in reported waste recycled or reused;
Conducting an employee engagement survey to identify and help drive future priorities;
Implementing an Environmental Policy and a Human Rights Policy, codifying our efforts to protect the environment and human rights;
Achievement of a safety milestone: over four million hours worked without a lost time incident.

We recognize that our highly skilled, specialized, and dedicated team of more than 1,000 employees is core to delivering the quality and innovation that our Mastercraft, Aviara, and Crest brands promise.

On behalf of the entire Board, I thank you for your investment in our Company and continued confidence in us as we execute our strategy. 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,

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_2.jpg 

 

Frederick A. Brightbill

CEO and Chairman of the Board


 

NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

 

 

 

 

 

DATE:

 

TIME:

 

LOCATION:

 

 

 

 

 

October 17, 2023

 

8 a.m. Eastern time

 

Via a live audio-only webcast at www.proxydocs.com/mcft

 

 

 

 

 

 

2023 ITEMS OF BUSINESS

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_3.jpg 

 

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

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_4.jpg 

 

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2024

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_5.jpg 

 

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

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_6.jpg 

 

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 2023 annual meeting of shareholders (the “Annual Meeting”) of MasterCraft Boat Holdings, Inc. (the “Company”), which will be conducted via live audio webcast on October 17, 2023. 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 52.


 

PROXY STATEMENT

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 17, 2023

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 2023 Annual Report on Form 10-K will first be mailed to our shareholders on or about September 15, 2023.

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 1, 2023, 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 17,202,716 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 17, 2023: This Proxy Statement is first being sent to shareholders on or about September 15, 2023. All shareholders and beneficial owners may access the proxy materials at www.proxydocs.com/mcft. In addition, this Proxy Statement and our 2023 Annual Report on Form 10-K are available at www.mastercraft.com.


 

TABLE OF CONTENTS

Proxy Statement Summary

1

 

 

Proposal 1 — Election of Directors

6

 

 

Corporate Governance

14

How We are Governed and Govern

19

Director Compensation

21

Proposal 2 — Ratification of the Appointment of the Independent Registered Public Accounting Firm

22

 

 

Audit Related Matters

23

Executive Officers

25

Proposal 3 — Advisory Vote on Compensation of Named Executive Officers (Say-on-Pay)

26

 

 

Compensation Discussion and Analysis

27

Beneficial Ownership of the Company's Securities

47

Certain Relationships and Related Party Transactions

49

Next Annual Meeting—Shareholder Proposals

50

Questions Relating to this Proxy Statement

52

Other Matters

56

Appendix A—Reconciliation of Non-GAAP Measures

A-1

 

 


 

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

 

 

 

 

 

DATE:

 

TIME:

 

LOCATION:

 

 

 

 

 

October 17, 2023

 

8 a.m. Eastern time

 

Via a live audio-only webcast at www.proxydocs.com/mcft

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_7.jpg 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_8.jpg 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_9.jpg 

 

 

 

 

 

 

AGENDA AND VOTING RECOMMENDATIONS

 

BOARD

RECOMMENDS:

LEARN MORE

ON PAGE:

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_10.jpg 

 

 

 

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

6

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_11.jpg 

 

 

 

 

 

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2024

 FOR

22

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_12.jpg 

 

 

 

 

 

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

 FOR

26

 

 

 

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 1

 


 

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, 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 6.

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_13.jpg 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_14.jpg 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_15.jpg 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_16.jpg 

 

 

 

 

 

 

 

W. PATRICK

BATTLE

 

JACLYN

BAUMGARTEN

 

FREDERICK A.

BRIGHTBILL

 

DONALD C.

CAMPION

 

 

 

 

 

 

 

   Age: 60

 

   Age: 45

 

   Age: 71

 

   Age: 75

   Independent

 

   Independent

 

   CEO & Chairman

 

   Independent

   Committees: N, S*

 

   Committees: N, S

 

 

 

   Committees: A*, C

 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_17.jpg 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_18.jpg 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_19.jpg 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_20.jpg 

 

 

 

 

 

 

 

JENNIFER

DEASON

 

ROCH

LAMBERT

 

PETER G.

LEEMPUTTE

 

KAMILAH

MITCHELL-THOMAS

 

 

 

 

 

 

 

   Age: 48

 

   Age: 60

 

   Age: 66

 

   Age: 51

   Independent

 

   Independent

 

   Independent

   Independent

   Committees: A, S

 

   Committees: A, N*, S

 

   Committees: A, C*

   Committees: C, N

 

 

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

 

 

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 2

 


 

2023 HIGHLIGHTS

 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_21.jpg 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_22.jpg 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_23.jpg 

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

 

RECORD YEAR

FOR THE

COMPANY

 

$22.9M SPEND

ON SHARE

REPURCHASE

PROGRAM

 

GENERATED RECORD OPERATING CASH FLOW OF $136.8M

 

 

 

 

 

 

 

 

 

 

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.

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_24.jpg 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_25.jpg 

 

 

 

 

 

Fully declassified Board with all directors elected annually

 

Active Board oversight of the Company’s corporate governance and ESG matters

Diversity of gender, ethnicity and background, with an average tenure of director nominees of 5.4 years. Three of our eight directors are female.

 

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

Strong Lead Independent Director with delineated duties

 

"Overboarding” limits

 

 

 

 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_26.jpg 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_27.jpg 

 

 

 

 

 

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

 

No shareholder rights plan or “poison pill”

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 3

 


 

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 second annual sustainability report in September 2023 that highlights our commitment to sustainability:

 

Waste Program: We significantly expanded our waste recycling program to achieve a 84% increase in reported waste recycled or reused.
Safety milestone: Over four million hours worked without a lost time incident, up from the over two million hours we reported last year.
Employee development: We conducted an employee engagement survey to identify and help drive future priorities.
Policy implementation: We adopted an Environmental Policy and a Human Rights Policy, codifying our efforts to protect the environment and basic human rights, as well as implemented a Supplier Code of Conduct to set forth our supplier responsibility expectations.

 

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:

 

CORPORATE CITIZENSHIP

ENVIRONMENTAL SUSTAINABILITY

EMPLOYEE HEALTH AND SAFETY

ISO 9001

Quality Management Systems

 

ISO 14001

Environmental Management Systems

 

ISO 45001

International Occupational Health and Safety Management System

 

 

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 sustainability report here: https://investors.mastercraft.com/making-boating-better.

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 4

 


 

2023 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, 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, which we believe creates a performance culture, maintains morale and attracts, motivates and retains top executive talent.

The primary elements of our fiscal 2023 executive compensation program are base salary, annual bonuses, equity incentive awards and certain employee benefits. Our Compensation 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 COMPENSATION

OPPORTUNITY

NEO TARGET COMPENSATION

OPPORTUNITY

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_28.jpg 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_29.jpg 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_30.jpg 

 

 

 

 

 

 

Strong emphasis on performance-based compensation, with a significant portion of named executive officers’ overall compensation tied to objective Company performance measures

Rigorous measures tied to Company Net Sales, Adjusted EBITDA, relative Total Shareholder Return and Cumulative Adjusted EPS

Aggressive annual Net Sales and Adjusted EBITDA targets

Compensation 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

Meaningful stock ownership guidelines for certain executive officers and directors

Robust Nasdaq-compliant clawback policy for incentive cash and equity compensation paid to our executive officers

Compensation Committee advised by third-party advisors including independent compensation consultant Willis Towers Watson ("WTW")

 

 

 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_31.jpg 

 

 

 

 

 

 

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.

2023 PROXY STATEMENT  | 5

 


 

OUR BOARD

PROPOSAL 1 - ELECTION OF DIRECTORS

Each of the director nominees listed below are currently directors of the Company. The following is a brief summary of each director nominee’s business experience and qualifications and other public company directorships held currently or in the last five years. The Board believes that each of the eight nominees are well qualified to serve on the Board, and has set forth in the biographies below each nominee’s key experiences, qualifications and attributes that led the Board to conclude that they should serve as a director.

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_32.jpg 

 

 

 

 

 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_33.jpg 

 

 

   Managing Partner, Stillwater Family Holdings

   Age: 60

   Independent Director since: 2017

Committees:

Nominating and Corporate Governance
Strategy (Chair)

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_34.jpg 

 

EXPERIENCE:

 

Managing Partner, Stillwater Family Holdings and was instrumental in launching Experience and Fermata Partners (present)
Chairman, IMG College, following the acquisition of The Collegiate Licensing Company (CLC) by IMG Worldwide. Under his leadership, IMG College became the leader in developing and managing integrated licensing, marketing, and multimedia rights programs for more than 200 U.S. universities, conferences, bowls, and the NCAA
President and Chief Executive Officer, CLC

 

QUALIFICATIONS:

 

Operational, strategic, and marketing expertise
Senior leadership experience

 

EDUCATION:

 

B.A., Marketing, Georgia State University

 

OTHER BOARDS:

 

Acuity Brands, Inc. (NYSE: AYI), member of the Compensation Committee and Governance Committee

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 6

 


 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_35.jpg 

 

 

 

 

 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_36.jpg 

 

 

   Managing Partner, IDC Ventures

   Age: 45

   Independent Director since: 2018

Committees:

Nominating and Corporate Governance
Strategy

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_37.jpg 

 

EXPERIENCE:

 

Managing Partner, IDC Ventures (present)
Co-Founder and Former Chief Executive Officer, Boatsetter, the world’s leading boat sharing platform with boats throughout the United States, Mexico, the Bahamas, the Caribbean, South America and the Mediterranean
Founder and Chief Executive Officer, Cruzin Inc. (now merged with Boatsetter), where she led a team of marine and insurance industry leaders to create the insurance policy that paved the way for an entire boat sharing industry
Partner and Chief Operating Officer, AH Global
Director of Strategy, DaVita
Development Manager, Westfield Group
Consultant, IBM and PricewaterhouseCoopers

 

QUALIFICATIONS:

 

Substantial experience in the boating industry
Strategic and marketing experience
Senior leadership experience

 

EDUCATION:

 

B.A., cum laude, Wellesley College
M.B.A., Stanford University Graduate School of Business

 

OTHER BOARDS:

 

Two private boards

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 7

 


 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_38.jpg 

 

 

 

 

 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_39.jpg 

 

 

   Chief Executive Officer and Chairman,

   MasterCraft Boat Holdings, Inc.

   Age: 71

   Chairman since: 2015

   Director since: 2015

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_40.jpg 

 

EXPERIENCE:

 

Chief Executive Officer, MasterCraft (2019 – present)
Principal, Brightbill Advisors, Vantage Development and JB Acquisitions
President of the Aluminum Boat Group, Brunswick Corporation
Various leadership roles, including President of the Outboard Business Unit and Integrated Operations Division, Mercury Marine
Senior leadership positions; including, President, CFO, VP Marketing and Sales in consumer durable businesses

 

QUALIFICATIONS:

 

Boating industry experience
Leadership, strategic, product development and operational skills

 

EDUCATION:

 

B.S., Finance, University of Illinois at Urbana Champaign
M.B.A., University of Chicago

 

OTHER BOARDS

 

Previously served on many private company boards

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 8

 


 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_41.jpg 

 

 

 

 

 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_42.jpg 

 

 

   Former Chief Financial Officer, VeriFone, Inc.

   Age: 75

   Independent Director since: 2015

Committees:

Audit (Chair)
Compensation

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_43.jpg 

 

EXPERIENCE:

 

Chief Financial Officer of several public and private companies, including VeriFone, Inc., Special Devices, Inc., Cambridge Industries, Inc., Oxford Automotive, Inc., and Delco Electronics Corporation

 

QUALIFICATIONS:

 

Substantial accounting and tax experience
Leadership positions in diverse manufacturing businesses
Board service experience, including as chair of several audit committees

 

EDUCATION:

 

B.S., Applied Mathematics, University of Michigan College of Engineering
M.B.A., University of Michigan School of Business Administration

 

OTHER BOARDS:

 

Haynes International, Inc., Chairman of the Audit Committee and member of the Compensation Committee
Previously served on the boards of many public and private companies

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 9

 


 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_44.jpg 

 

 

 

 

 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_45.jpg 

 

 

   Chief Executive Officer,

   Home Partners of America

   Age: 48

   Independent Director since: 2021

Committees:

Audit
Strategy

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_46.jpg 

 

EXPERIENCE:

 

Chief Executive Officer, Home Partners of America (present)
Board Chair and former Chief Executive Officer, Belong Acquisition Corp., a special purpose acquisition company
Co-founder and Chief Business Officer/Chief Financial Officer, Flowcode
Executive Vice President, Head of Corporate Development and Strategy, Sotheby’s
Chief Financial Officer, The Weather Channel, where she worked to reposition the organization from a more traditional TV media company towards a data-focused, mobile-first advertising platform, prior to the sale of the digital and B2B businesses to IBM.
Served as Executive Vice President and in several interim operating roles such as President, Chief Marketing Officer and Chief Financial Officer, Bain Capital

 

QUALIFICATIONS:

 

Financial and strategic expertise
Media, entertainment, and retail industry

 

EDUCATION:

 

B.A., Yale University
M.B.A., Stanford University

 

OTHER BOARDS:

 

Belong Acquisition Corp.
Concentrix Corporation

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 10

 


 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_47.jpg 

 

 

 

 

 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_48.jpg 

 

 

   Operating Partner, Core Industrial Partners

   Age: 60

   Lead Independent Director since: 2019

   Independent Director since: 2016

Committees:

Audit
Nominating and Corporate Governance (Chair)
Strategy

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_49.jpg 

 

EXPERIENCE:

 

Operating Partner at Core Industrial Partners (present)
President of Lippert Automotive, an aftermarket automotive manufacturer and a division of LCI
Chief Executive Officer, Rec Boat Holdings, an international designer, manufacturer and distributor of powerboats
Vice President and General Manager of several divisions at Bombardier Recreational Products (BRP), an international recreational products company, including the Sea-Doo, Ski-Doo and Evinrude divisions
Various leadership, engineering and production roles, Bombardier and Aquilon Technologies, a manufacturer of attachments for farm equipment OEMs

 

QUALIFICATIONS:

 

Substantial industry experience
Leadership experience in diverse manufacturing businesses
Extensive knowledge of operational matters in the recreational products and powerboat industries

 

EDUCATION:

 

B.Eng., Mechanical/Aeronautical Engineering, Ecole Polytechnique de Montreal
D.B.A., Universite Laval

 

OTHER BOARDS:

 

Two private boards

 

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 11

 


 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_50.jpg 

 

 

 

 

 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_51.jpg 

 

 

   Former Chief Financial Officer,

   Keurig Green Mountain, Inc.

   Age: 66

   Independent Director since: 2016

Committees:

Audit
Compensation (Chair)

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_52.jpg 

 

EXPERIENCE:

 

Chief Financial Officer and Treasurer, Keurig Green Mountain, Inc., a leader in specialty coffee, coffee makers, teas and other beverages
Executive Vice President and Chief Financial Officer, Mead Johnson Nutrition Company, a global leader in infant and children’s nutrition
Senior Vice President and Chief Financial Officer, Brunswick Corporation, a global manufacturer of marine products
Various management positions at Chicago Title Corporation, Mercer Management Consulting, Armco Inc., FMC Corporation and BP

 

QUALIFICATIONS:

 

Significant financial and accounting expertise gained in handling financial responsibilities for several leading corporations
Extensive marine industry experience
Leadership skills

 

EDUCATION:

 

B.S., Chemical Engineering, Washington University, St. Louis
M.B.A., Finance, University of Chicago

 

OTHER BOARDS:

 

Fathom Digital Manufacturing
Ecogensus LLC (private)
Previously served on the boards of other public companies

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 12

 


 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_53.jpg 

 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_54.jpg 

 

 

   Senior Vice President, Head of People, Roku, Inc.

   Age: 51

   Independent Director since: 2022

Committees:

Compensation
Nominating and Corporate Governance

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_55.jpg 

 

EXPERIENCE:

 

Senior Vice President, Head of People, Roku, Inc. (present)
Chief People Officer, Dow Jones & Company
Senior Vice President, People & Culture, A+E Networks

 

QUALIFICATIONS:

 

Extensive strategic and people expertise
Leadership skills
Media, entertainment, and technology industry

 

EDUCATION:

 

B.A., Economics, Lincoln University

 

OTHER BOARDS:

 

Success Academy Charter Schools (private)
Previously served on Dow Jones News Fund (private)

 

 

 

RECOMMENDATION OF THE BOARD OF DIRECTORS

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_56.jpg 

 

 

The Board recommends a vote "FOR" each of the director nominees.

 

 

 

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 13

 


 

CORPORATE GOVERNANCE

HOW WE ARE SELECTED AND ELECTED

SELECTION OF DIRECTOR NOMINEES

GENERAL CRITERIA AND PROCESS

It is the Nominating and Corporate Governance Committee’s responsibility to review and recommend to the Board a slate of nominees for director for election at each annual meeting of shareholders and to identify one or more candidates to fill any vacancies that may occur on the Board. In developing recommendations for new director candidates, the Nominating and Corporate Governance Committee identifies potential individuals whose qualifications and skills reflect those desired by the Board, and evaluates and recommends to the Board all nominees for board membership as specified in the committee’s charter.

As expressed in our Corporate Governance Guidelines, we do not set specific criteria for directors, but the Company seeks to align the composition of the Board with the Company’s strategic direction so that the directors bring skills, experience and backgrounds that are relevant to the key strategic and operational issues that they will oversee and approve. Directors are selected for their integrity, ethics, seasoned judgment, breadth of experience, insight, knowledge and business acumen, among other things. Diversity of race, ethnicity, gender and age are also important factors in evaluating candidates for election to the Board. Accordingly, pursuant to our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee will ensure that diverse candidates are included in each pool of candidates from which Board nominees are chosen. Leadership skills and executive experience, expertise in recreational boating or vehicles, dealer network knowledge, familiarity with issues affecting global businesses, financial and accounting knowledge, prior experience in the Company’s geographic markets, expertise in operations, strategic planning and marketing expertise, may also be among the relevant selection criteria. The Nominating and Corporate Governance Committee believes that directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serve on the Board for an appropriate period of time. In addition, the Company strives to maintain a Board that reflects passion and commitment to the Company. These criteria will vary over time depending on the needs of the Board.

For each of the nominees to the Board, the biographies included in this Proxy Statement highlight the experience and qualifications that were among the most important to the Nominating and Corporate Governance Committee in concluding that the nominee should serve as a director.

SHAREHOLDER RECOMMENDATION OF CANDIDATES FOR DIRECTOR

Shareholders wishing to recommend candidates to be nominated for election to the Company’s Board may do so by sending to the attention of our Corporate Secretary at the address provided in this Proxy Statement a statement setting forth the information required by the advance notice provision in our Fourth Amended and Restated Bylaws (the “Bylaws”). Shareholder recommendations provided to our Corporate Secretary will be considered and evaluated by the Nominating and Corporate Governance Committee in the same manner as candidates recommended from other sources.

For information regarding shareholder nominations of directors and shareholder proposals, please see the “Next Annual Meeting—Shareholder Proposals” section of this Proxy Statement.

DIRECTOR SKILLS, QUALIFICATIONS AND EXPERIENCE

Under the terms of its charter, the Nominating and Corporate Governance Committee is responsible for determining criteria and qualifications for director nominees to be used in reviewing and selecting director candidates, including those described in the Corporate Governance Guidelines. The Board and the Nominating and Corporate Governance Committee believe that it is important that our directors demonstrate:

a high level of personal and professional ethics, integrity and moral character;
a commitment to the long-term interests of our shareholders;
sound business judgment;
the skills, knowledge and expertise that in the aggregate are useful in overseeing and providing strategic direction to the Company’s business; and
availability to devote sufficient time for preparation and participation in board and committee meetings.

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 14

 


 

The Nominating and Corporate Governance Committee is responsible for recommending to the Board a slate of nominees for election at each annual meeting of shareholders. Nominees may be suggested by directors, members of management, shareholders or, in some cases, by a third-party search firm. The Nominating and Corporate Governance Committee considers a wide range of factors when assessing potential director nominees. This includes consideration of the current composition of the Board, any perceived need for one or more particular areas of expertise, the balance of management and independent directors, the need for committee-specific expertise, the evaluations of other prospective nominees and the qualifications of each potential nominee relative to the attributes, skills and experience described above.

 

Using our director skills matrix as a guide, as well as the results of our annual Board and committee self-assessment process, the Nominating and Corporate Governance Committee evaluates the composition of our Board annually and identifies for consideration by the full Board areas of expertise and other qualities that would complement and enhance our current Board.

 

The diverse set of core competencies represented on our current Board is summarized below:

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_57.jpg 

 

 

 

 

 

 

 

 

 

 

1

2

3

4

5

6

7

8

LEADERSHIP

MERGERS AND ACQUISITIONS

PUBLIC COMPANY BOARD

 

 

STRATEGIC PLANNING

 

 

 

FINANCE AND ACCOUNTING

 

 

 

HUMAN RESOURCES AND COMPENSATION

 

 

 

 

RELATED INDUSTRY

 

 

 

 

SALES AND MARKETING

 

 

 

 

INTERNATIONAL

 

 

 

 

OPERATIONS AND MANUFACTURING

 

 

 

 

 

TECHNOLOGY AND CYBERSECURITY

 

 

 

 

 

 

PRODUCT DEVELOPMENT AND INNOVATION

 

 

 

 

 

 

 

Seven out of eight directors are independent. The average tenure of our directors is 5.4 years. For additional information on each director, see the biographies in the “Proposal 1—Election of Directors” section of this Proxy Statement.

BOARD DIVERSITY

The diversity of our Board is an important factor in our director recruitment process. Three of our eight current directors are women and one is racially/ethnically diverse. We are committed to continuing to focus on diversity in determining the composition and make-up of the Board. In addition to our focus on diversity during the recruitment and evaluation of current directors and potential director nominees, our Corporate Governance Guidelines require that diverse candidates be included in each pool of new director candidates. To achieve diversity among directors, our Nominating and Corporate Governance Committee will consider a number of demographic factors, including, but not limited to, race, gender, ethnicity, culture, nationality and age to continue developing a board that reflects diverse backgrounds, viewpoints, experience, skills and expertise.

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 15

 


 

BOARD COMPOSITION AND DIRECTOR INDEPENDENCE

COMPOSITION

Our Bylaws provide that our Board shall consist of such number of directors as determined from time to time by resolution adopted by a majority of the total number of directors then in office. Our Board currently consists of eight members, W. Patrick Battle, Jaclyn Baumgarten, Frederick A. Brightbill, Donald C. Campion, Jennifer Deason, Roch Lambert, Peter G. Leemputte, and Kamilah Mitchell-Thomas.

INDEPENDENCE

We follow the director independence standards set forth in The Nasdaq Stock Market, or NASDAQ, corporate governance standards and the federal securities laws. The Board reviewed and analyzed the independence of each director and director nominee. The purpose of the review was to determine whether any particular relationships or transactions involving directors, or their affiliates or immediate family members were inconsistent with a determination that the director is independent for purposes of serving on the Board and its committees. During this review, the Board examined whether there were any transactions and/or relationships between directors or their affiliates or immediate family members and the Company and the substance of any such transactions or relationships.

As a result of this review, our Board has determined that Mr. Battle, Ms. Baumgarten, Mr. Campion, Ms. Deason, Mr. Lambert, Mr. Leemputte and Ms. Mitchell-Thomas are independent, as defined under the rules of NASDAQ and meet the requirements set forth in our director independence guidelines. In addition, our Board has determined that each member of our Audit Committee, Messrs. Campion, Lambert and Leemputte and Ms. Deason, is independent for Audit Committee purposes, as defined under the rules of NASDAQ.

 

BOARD DIVERSITY MATRIX

NASDAQ requires each listed company to have, or explain why it does not have, two diverse directors on the board, including at least one diverse director who self-identifies as female and one diverse director who self-identifies as an underrepresented minority or LGBTQ+ (subject to the exceptions). Our current board composition is in compliance with this requirement. The table below provides certain highlights of the composition of our board members and nominees. Each of the categories listed in the below table has the meaning as it is used in NASDAQ Rule 5605(f).

 

BOARD DIVERSITY MATRIX

Total Number of Directors

8

 

FEMALE

MALE

NON-BINARY

DID NOT DISCLOSE GENDER

PART I: Gender Identity

     Directors

3

5

PART II: Demographic Background

     African American or Black

1

     Alaskan Native or Native American

     Asian

     Hispanic or Latinx

     Native Hawaiian or Pacific Islander

     White

2

5

     Two or More Races or Ethnicities

     LGBTQ+

     Did Not Disclose Demographic Background

 

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 16

 


 

HOW WE ARE ORGANIZED

BOARD LEADERSHIP STRUCTURE

The Board is led by our Chairman and Chief Executive Officer, Mr. Brightbill. Under our Corporate Governance Guidelines, the Board has the flexibility to decide when the positions of Chairman and CEO should be combined or separated and whether an executive or independent director should be Chairman. This approach is designed to allow the Board to choose the most appropriate leadership structure for the Company to serve the interests of the Company and our shareholders at the relevant time. At this point in time, the Board believes that the Company and its shareholders are best served by having Mr. Brightbill serve as both Chairman and Chief Executive Officer. As the officer ultimately responsible for the day-to-day operation of the Company and for execution of its strategy, the Board believes Mr. Brightbill is the director best qualified to act as Chairman and to lead Board discussions regarding the performance of the Company. The structure also reinforces accountability for the Company’s performance at the highest levels.

Our Corporate Governance Guidelines also provide that, when the position of Chairman is not held by an independent director, a lead director (“Lead Independent Director”) will be appointed by the independent members of the Board. Since December 2019, Roch Lambert has served as our Lead Independent Director. As Lead Independent Director, Mr. Lambert focuses on overseeing the Board’s processes, prioritizing items for Board and committee discussion, and serving as a liaison between the independent directors and the Chairman. Specifically, Mr. Lambert, among other things, (i) provides leadership to the Board in any situation where there may be a perceived conflict of interest involving any member of the Board (ii) chairs Board meetings in the absence of the Chairman; (iii) consults with the Chairman on, and approves, the schedules, agendas and information provided to the Board for each meeting and on other pertinent matters; (iv) calls and leads independent director meetings; (v) regularly meets with the Chairman and serves as liaison between the Chairman and the independent directors; (vi) makes himself available as the primary Board contact for direct communication with our significant shareholders; (vii) works with the Nominating and Corporate Governance Committee to guide the Board’s governance processes, including succession planning and Board evaluations; and (viii) advises the Governance Committee in choosing committee chairs.

The Board continues to believe that its current leadership structure, which has a combined role of Chairman and CEO, counterbalanced by a strong independent Board led by a Lead Independent Director and independent directors chairing each of the Board Committees, is in the best interest of the Company and its shareholders. In the Board’s view, this structure allows Mr. Brightbill, as Chairman and CEO, to drive strategy and agenda setting at the Board level, while maintaining responsibility for executing on that strategy as CEO. At the same time, our Lead Independent Director, Mr. Lambert, works with Mr. Brightbill to set the agenda for the Board and also exercises additional oversight on behalf of the independent directors. The Board will continue to review the appropriateness of this structure in light of the constantly evolving corporate governance landscape.

BOARD COMMITTEES AND MEMBERSHIP

Our Board has established an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance, or NCG, Committee and a Strategy Committee. Each of the committees reports to the Board as they deem appropriate, and as the Board may request. The composition, along with the duties and responsibilities of these committees as set forth in the applicable charter, are described below. The table below sets forth the current membership of each of the committees:

 

DIRECTOR

AUDIT

COMPENSATION

NCG

STRATEGY

W. Patrick Battle

Jaclyn Baumgarten

Frederick A. Brightbill

Donald C. Campion

Jennifer Deason

Roch Lambert

Peter G. Leemputte

Kamilah Mitchell-Thomas

 

 Lead Independent Director

Chair

Member

Audit Committee Financial Expert

 

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 17

 


 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_58.jpg 

 

MEMBERS

 

 

 

Engaging our independent public accountants
Reviewing with the independent public accountants the plans and results of the audit engagement
Approving professional services provided by the independent public accountants
Reviewing the independence of the independent public accountants
Approving the audit and non-audit fees
Reviewing the adequacy of our internal controls over financial reporting
Reviewing and providing oversight to the Company’s enterprise risk management program and the information technology and cybersecurity risk policies and procedures

 

Donald C. Campion, Chair

Jennifer Deason

Roch Lambert

Peter G. Leemputte

 

 

 

 

 

 

Number of meetings: 9

 

Our Board has affirmatively determined that Messrs. Campion, Lambert and Leemputte and Ms. Deason each meet the definition of “independent director” for purposes of serving on the Audit Committee under Rule 10A-3 and NASDAQ rules. In addition, our Board has determined that each Audit Committee member is “financially literate” and that Ms. Deason and Messrs. Campion and Leemputte each qualify as an “Audit Committee Financial Expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_59.jpg 

 

MEMBERS

 

 

 

Determining compensation for our most highly paid employees
Determining director compensation
Administering our other compensation programs
Overseeing the Company's clawback policy
Establishing, periodically re-evaluating and, where appropriate, adjusting and administering policies concerning compensation of management personnel
Oversight of Social function of ESG matters

 

Peter G. Leemputte, Chair

Donald C. Campion

Kamilah Mitchell-Thomas

 

 

 

 

 

Number of meetings: 5

Our Board has affirmatively determined that Messrs. Leemputte and Campion and Ms. Mitchell-Thomas each meet the definition of “independent director” for purposes of serving on a Compensation Committee under NASDAQ rules.

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_60.jpg 

 

MEMBERS

 

 

 

Assisting our Board in selecting new directors
Evaluating the overall effectiveness of our Board
Reviewing developments in corporate governance compliance
Oversight of Environmental and Governance function of ESG matters

 

Roch Lambert, Chair

W. Patrick Battle

Jaclyn Baumgarten

Kamilah Mitchell-Thomas

 

 

 

 

 

Number of meetings: 4

Our Board has affirmatively determined that Mses. Baumgarten and Mitchell-Thomas and Messrs. Lambert and Battle each meet the definition of “independent director” for purposes of serving on a Nominating and Corporate Governance Committee under NASDAQ rules.

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_61.jpg 

 

MEMBERS

 

 

 

Overseeing the Company’s ongoing strategic planning initiatives
Developing and refining a strategic plan that identifies long-term goals and business objectives deemed to be in the Company’s best interests
Advising the Company’s executive officers in the identification of significant issues and opportunities facing the Company
Assisting such officers with prioritization and growth initiatives
Monitoring the progress of the implementation of the strategic plans
Identify short-term goals and objectives for the Company’s annual performance

 

W. Patrick Battle, Chair

Jaclyn Baumgarten

Jennifer Deason

Roch Lambert

 

 

 

 

 

 

Number of meetings: 3

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 18

 


 

MEETINGS OF THE BOARD

In addition to a number of informal calls throughout the year, the Board held five official meetings during fiscal 2023. All of our directors attended at least 96% of the total meetings held by the Board and any committee on which the director served during the period of the fiscal year that the director was a member of the Board. We expect that each continuing director will attend the Annual Meeting of shareholders, absent a valid reason.

EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS

We regularly schedule executive sessions in which our independent directors meet without the presence or participation of management. The independent directors met in executive sessions eight times during fiscal 2023.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The directors serving on the Compensation Committee of the Board during fiscal 2023 were Peter G. Leemputte (Chairman), Donald C. Campion and Kamilah Mitchell-Thomas. None of these individuals is or has at any time during the past year been an officer or employee of ours. During fiscal 2023, none of our executive officers served as a director of any corporation for which any of these individuals served as an executive officer and there were no other Compensation Committee interlocks or relationships with the companies with which these individuals or our other directors are affiliated.

HOW WE ARE GOVERNED AND GOVERN

RISK OVERSIGHT

Our Board is responsible for overseeing our risk management. The Board focuses on our general risk management strategy and the most significant risks facing us, and ensures that appropriate risk mitigation strategies are implemented by management. The Board is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

Our Board has delegated to the Audit Committee responsibility with respect to risk assessment and risk management. Pursuant to its charter, the Audit Committee discusses with management and the Company’s independent auditor the Company’s policies with respect to risk assessment and risk management, the Company’s significant financial and cybersecurity risk exposures and the actions management has taken to limit, monitor or control such exposures. Our other committees of the Board will also consider and address risk as they perform their respective committee responsibilities. All committees will report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise level risk.

Our management is responsible for day-to-day risk management. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels. We believe that the leadership structure of our Board supports its effective oversight of the Company’s risk management.

DIRECTOR RESIGNATION POLICY

In an uncontested election of directors, if an incumbent director fails to receive the affirmative vote of a majority of the votes cast, he or she must promptly tender an irrevocable offer of resignation to the Board. The Board, upon recommendation by the Nominating and Corporate Governance Committee, will then consider a number of factors in determining whether to accept or reject the resignation, including the director’s contributions to the Company and the reasons he or she did not obtain the requisite shareholder vote.

COMMITTEE CHARTERS AND CORPORATE GOVERNANCE GUIDELINES

The charters of each of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Strategy Committee and our Corporate Governance Guidelines are available in print upon request from our Corporate Secretary and may be accessed on our website at https://investors.mastercraft.com/corporate-governance/highlights.

CODE OF ETHICS AND CONDUCT

We have a Code of Ethics and Conduct, which is applicable to all directors and employees, including our executive and financial officers. The Code of Ethics and Conduct is available on our website at https://investors.mastercraft.com/corporate-governance/highlights and is available in print upon request from our Corporate Secretary. Any amendments to, or waivers of, the Code of Ethics and Conduct will be disclosed on our website promptly following the date of such amendment or waiver.

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 19

 


 

HOW TO COMMUNICATE WITH US

SHAREHOLDER ENGAGEMENT

Our active investor relations efforts include regular and ongoing engagement with current and potential investors, financial analysts, and the media through conference calls, face-to-face investor meetings, correspondence, conferences, and other events. 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. As a result of our outreach, 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.

COMMUNICATIONS WITH THE BOARD

Any interested parties who have concerns that they wish to make known to the Company’s non-management directors, should send any such communication to the Board as a group or the non-management directors as a group in care of the Company’s registered office at 100 Cherokee Cove Drive, Vonore, Tennessee 37885 to the attention of our Corporate Secretary or send an email to the Board as a group or the non-management directors as a group to investorrelations@mastercraft.com. Our Corporate Secretary shall review all written and emailed correspondence received from shareholders and other interested parties and forward such correspondence periodically to the directors. Advertisements, solicitations for business, requests for employment, requests for contributions or other inappropriate material will not be forwarded to the directors.

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 20

 


 

HOW WE ARE PAID

DIRECTOR COMPENSATION

The following table sets forth information concerning the fiscal 2023 compensation of our non-employee directors that served during the period from July 1, 2022 through June 30, 2023:

NAME

FEES EARNED OR
PAID IN CASH ($)

 

RESTRICTED STOCK
AWARDS ($)

 

OTHER ($)1

 

TOTAL($)

 

W. Patrick Battle

 

77,500

 

 

75,000

 

 

 

 

152,500

 

Jaclyn Baumgarten

 

70,000

 

 

75,000

 

 

6,784

 

 

151,784

 

Donald C. Campion

 

92,500

 

 

75,000

 

 

1,778

 

 

169,278

 

Jennifer Deason

 

75,000

 

 

75,000

 

 

1,157

 

 

151,157

 

Roch Lambert

 

112,500

 

 

75,000

 

 

5,017

 

 

192,517

 

Peter G. Leemputte

 

87,500

 

 

75,000

 

 

1,036

 

 

163,536

 

Kamilah Mitchell-Thomas(2)

 

45,715

 

 

46,644

 

 

 

 

92,359

 

 

(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)
Ms. Mitchell-Thomas' fiscal 2023 compensation was prorated based on her term of service with the Board, having joined the Board on November 15, 2022.

In fiscal 2023, non-management members of the Board received a $60,000 annual retainer related to their Board duties and responsibilities, which is paid in advance in four equal quarterly installments of $15,000 each. Beginning in 2024, non-management members of the Board will be entitled to a $70,000 annual retainer. Additionally, for both fiscal 2023 and fiscal 2024, there is a $25,000 annual retainer for serving as our Lead Independent Director, also paid in four equal quarterly installments. We reimburse directors for their out-of-pocket expenses incurred in attending meetings of the Board of Directors or any committee thereof.

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 Compensation Committee member receives a $7,500 annual retainer. Additionally, there is a $10,000 annual retainer for serving as the chairman of the Compensation Committee. Each Nominating and Corporate Governance Committee member receives a $5,000 annual retainer. Additionally, there is a $7,500 annual retainer for serving as the chairman of the Nominating and Corporate Governance 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 fiscal 2024 will remain the same.

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 in this Proxy Statement.

Pursuant to the director compensation policy in effect during fiscal 2023, we also granted an annual award of restricted stock with a grant date fair value of $75,000 to each non-employee director who received cash compensation. Ms. Mitchell-Thomas' fiscal 2023 compensation was prorated based on her term of service with the Board, having joined the Board on November 15, 2022. For fiscal 2024, the value of the annual restricted stock grant award will increase $15,000 to $90,000. The terms of each restricted stock award 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.

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 policy 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). All our directors have achieved the ownership threshold as of the date of this proxy, except two who have a short tenure on our board.

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 21

 


 

OUR AUDITORS

PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee appointed Deloitte & Touche LLP (“Deloitte”) to audit our consolidated financial statements for the year ending June 30, 2023 and to prepare a report on this audit. A representative of Deloitte will be present at the Annual Meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions by shareholders.

We are asking our shareholders to ratify the appointment of Deloitte as our independent registered public accounting firm. Although ratification is not required by our Bylaws or otherwise, the Board of Directors is submitting the selection of Deloitte to our shareholders for ratification because we value our shareholders' views on the Company's independent registered public accounting firm and as a matter of good corporate practice. In the event that our shareholders fail to ratify the appointment, it will be considered as a direction to the Board of Directors and the Audit Committee to consider the appointment of a different firm. Even if the appointment is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.

Information regarding fees paid to Deloitte during fiscal 2023 and fiscal 2022 is set out below in “Fees Billed by Independent Registered Public Accounting Firm.”

 

 

RECOMMENDATION OF THE BOARD OF DIRECTORS

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_56.jpg 

 

 

The Board recommends that you vote "FOR" the ratification of the appointment

of Deloitte as our independent registered public accounting firm.

 

 

 

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 22

 


 

REPORT OF THE AUDIT COMMITTEE

The Audit Committee is responsible for, among other things, reviewing with Deloitte, our independent registered public accounting firm for fiscal 2023, the scope and results of their audit engagement. In connection with the audit for fiscal 2023, the Audit Committee has:

reviewed and discussed with management the audited financial statements of MasterCraft to be included in our Annual Report on Form 10-K for fiscal 2023;
discussed with Deloitte the matters required by the statement of Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1 AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and
received the written disclosures and letter from Deloitte required by the applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte’s communications with the Audit Committee concerning independence, and has discussed with Deloitte their independence.

Management is primarily responsible for the Company’s financial reporting process (including its system of internal control) and for the preparation of the consolidated financial statements of the Company in accordance with generally accepted accounting principles (“GAAP”). Deloitte is responsible for auditing those financial statements and issuing an opinion on whether the audited financial statements conform with GAAP and for auditing the effectiveness of the Company’s internal control over financial reporting and issuing an opinion thereon. The Audit Committee’s responsibility is to monitor and review these processes. It is not the Audit Committee’s duty or responsibility to conduct auditing or accounting reviews or procedures. Therefore, the Audit Committee has relied on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States and on the representations of Deloitte included in their report to the financial statements of the Company.

Based on the review and the discussions described in the preceding bullet points, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

Submitted by the Audit Committee:

Donald C. Campion, Chair

Jennifer Deason

Roch Lambert

Peter G. Leemputte

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 23

 


 

FEES BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

The following table sets forth the aggregate fees billed by Deloitte, the Company’s independent registered accounting firm, during fiscal 2023 and fiscal 2022:

DELOITTE

FISCAL
2023 ($)

 

FISCAL
2022 ($)

 

Audit Fees(1)

 

965,000

 

 

1,020,000

 

All other Fees(2)

 

1,895

 

 

1,895

 

 

(1)
Audit fees represent fees billed or accrued for professional services rendered for the audit of MasterCraft Boat Holdings, Inc.’s annual financial statements, review of the interim condensed consolidated financial statements included in quarterly filings, and the evaluation and reporting on the effectiveness of the Company’s internal controls over financial reporting, along with services that are normally provided by Deloitte in connection with statutory and regulatory filings or engagements. Fiscal 2023 fees also included review of the recasting of financial information related to the sale of NauticStar and all related discontinuing operating activity.
(2)
Other fees billed by Deloitte are for access to Deloitte's accounting research tools and subscription services.

 

The Audit Committee has established policies and procedures for the approval and pre-approval of audit services and permitted non-audit services. The Audit Committee has the responsibility to engage and terminate our independent registered public accounting firm, to pre-approve the performance of all audit and permitted non-audit services provided to us by our independent registered public accounting firm in accordance with Section 10A of the Exchange Act, and to review with our independent registered public accounting firm their fees and plans for all auditing services. All fees paid to Deloitte were pre-approved by the Audit Committee and there were no instances of waiver of approval requirements or guidelines.

The Audit Committee considered the provision of non-audit services by the independent registered public accounting firm and determined that provision of those services was compatible with maintaining auditor independence.

There were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

 

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 24

 


 

OUR LEADERSHIP

EXECUTIVE OFFICERS

Frederick A. Brightbill serves as a director and as an executive officer. His business experience is discussed above in “Proposal 1—Election of Directors.” The other executive officers as of the date of this Proxy Statement are:

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_62.jpg 

 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_63.jpg 

Age: 65

Executive Officer since: 2012

Mr. Oxley was appointed as our Chief Financial Officer in 2012 and prior to that, he served as Vice President of Business Performance from 2007 until 2012. Mr. Oxley has 33 years of experience in the boating industry, including 17 years with the Company, following 16 years with Brunswick Corporation (“Brunswick”). Prior to joining the Company, Mr. Oxley was the Chief Financial Officer of Brunswick’s Freshwater Boat Group from 2004 to 2006, the Chief Financial Officer of Brunswick’s Sea Ray Boat Group from 2002 to 2004, and the Chief Financial Officer of Baja Marine Corporation (a division of Brunswick) from 1998 to 2002. Mr. Oxley was also the Director of Budgeting at the Sea Ray Boats Division from 1990 to 1998. Before Brunswick, he was a Senior Auditor at Arthur Andersen LLP. Mr. Oxley received his B.S. in Accounting from the University of Tennessee in 1981 and is a Certified Public Accountant (inactive).

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_64.jpg 

 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_65.jpg 

Age: 43

Executive Officer since: 2020

Mr. Steinbarger was appointed as President of Crest Pontoons on August 09, 2023. Prior to becoming President, Mr. Steinbarger served as our Chief Revenue Officer since February 2020, holding primary responsibility for developing and communicating growth strategies, sales & marketing, corporate development and investor relations activities. From May 2018 to February 2020, he served as our Vice President of Business Development. Prior to joining the Company, Mr. Steinbarger was a Senior Vice President of Investment Banking at Raymond James. While at Raymond James, he was responsible for advising companies across a range of industries on capital markets, mergers & acquisitions, and debt financing transactions, including the recreational products sector. Mr. Steinbarger received his M.B.A. from the Crummer Graduate School of Business at Rollins College, and graduated with a B.S. in Accounting from the University of Central Florida.

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_66.jpg 

 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_67.jpg 

Age: 59

Executive Officer since: 2021

Mr. Cloutier currently serves as the President of Aviara Boats, which he joined in November 2021. Prior to joining Aviara, Mr. Cloutier spent 21 years at Brunswick Corporation in Information, Technology and Procurement roles. During that period, he served ten years as Vice President of Global Procurement for Mercury Marine and four years in China supporting the startup of Mercury Marine green field operation. Mr. Cloutier began his career at Whirlpool Corporation where he spent ten years in various Quality and Procurement functions in United States and Canada.

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 25

 


 

OUR PAY

PROPOSAL 3—ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS (SAY-ON-PAY VOTE)

In accordance with Section 14A of the Exchange Act, which was amended pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), we are asking shareholders to approve a non-binding advisory resolution our executive compensation as reported in this Proxy Statement. At our 2022 annual meeting, we received approximately 97.8% approval on our advisory vote on the compensation of the named executive officers.

As described above in this Proxy Statement, our executive compensation program is designed to motivate the Company’s named executive officers to create long-term value for our shareholders and is heavily weighted towards both short and long-term performance-based compensation.

We urge shareholders to read the “Compensation Discussion and Analysis” section, which describes in more detail our executive compensation objectives and the key elements of our executive compensation program. The Compensation Committee and the Board of Directors believe that our executive compensation program is appropriately designed to achieve the objectives of our executive compensation philosophy.

We are asking shareholders to approve the following advisory resolution at the Annual Meeting:

RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers set forth under “Compensation Discussion and Analysis”, including Summary Compensation Table and the related compensation tables and narratives in the Proxy Statement for the 2023 Annual Meeting of Shareholders.

This proposal to approve the compensation paid to our named executive officers is advisory only and will not be binding on the Company, the Board of Directors or the Compensation Committee, and will not be construed as overruling a decision by, or creating or implying any additional fiduciary duty for, the Company, the Board of Directors or the Compensation Committee. However, the Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

 

The non-binding advisory vote on the compensation of our named executive officers will occur on an annual basis.

 

 

RECOMMENDATION OF THE BOARD OF DIRECTORS

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_56.jpg 

 

 

The Board recommends that you vote "FOR" the advisory resolution

approving the compensation of our named executive officers.

 

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 26

 


 

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

The compensation program reflects the Compensation Committee’s performance-oriented philosophy.

Approximately 50% of our CEO’s target pay, and approximately 38% of our other named executive officers’ target pay, is strictly performance based.

Another year of record finanical performance.

Fiscal 2023 was the most profitable fiscal year in the Company’s history. On a consolidated basis, net sales was $662.0 million and Adjusted EBITDA was $131.5 million. Our annual incentive program reflected our record financial performance, and when considering strategic and segment-specific metrics, resulted in payouts of between 0% and 75% of target for our named executive officers.

Returned Capital to Shareholders.

We completed share repurchases of $22.9 million during the fiscal year, while reducing debt by $3.0 million.

Strong Management Performance Amidst Macroeconomic Headwinds.

Despite significant interest rate increases, inflationary pressures and other macroeconomic headwinds, management continued its strong performance with record net sales and earnings.

INTRODUCTION

This Compensation Overview provides a discussion of our executive compensation program, together with a description of the material factors underlying the decisions that resulted in the compensation provided to our named executive officers, as presented in the tables which follow this discussion.

The Company’s named executive officers and positions held during fiscal 2023 are set forth below:

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_68.jpg 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_69.jpg 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_70.jpg 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_71.jpg 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_72.jpg 

 

 

 

 

 

 

 

 

 

FREDERICK A.

BRIGHTBILL

 

TIMOTHY M.

OXLEY

 

GEORGE

STEINBARGER

 

STEPHAN CLOUTIER

 

PATRICK MAY

 

 

 

 

 

 

 

 

 

   Chief Executive

 

   Chief Financial

 

   Chief Revenue

 

   President, Aviara

 

   President,

   Officer and Chairman

 

   Officer, Treasurer

 

   Officer

 

 

   Crest

   of the Board

 

   and Secretary

 

 

 

 

 

 

This discussion contains statements regarding our performance targets and goals, with respect to performance metrics including Net Sales, Adjusted EBITDA, and Strategic Metrics. These targets and goals are disclosed in the limited context of our compensation program and should not be understood to be statements of management’s expectations or estimates of financial results or other guidance. We specifically caution investors not to apply these statements to other contexts. Adjusted EBITDA is a non-GAAP financial measure. See “Appendix A—Reconciliation of Non-GAAP Measures” below for a reconciliation of Adjusted EBITDA to the most directly comparable financial measures presented in accordance with GAAP. Strategic Metrics are the Company’s goals to align executives and provide an ongoing mechanism to monitor progress toward these performance measures, and include market share attainment and consumer satisfaction index (“CSI”) scores for each of our reporting segments.

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 27

 


 

 

EXECUTIVE COMPENSATION 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 Compensation 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 Compensation Committee and Board consider a variety of factors, including significant acquisitions, 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

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_30.jpg 

 

 

 

 

 

 

Strong emphasis on performance-based compensation, with a significant portion of named executive officers’ overall compensation tied to objective Company performance measures

Rigorous measures tied to Company Net Sales, Adjusted EBITDA, relative Total Shareholder Return and Cumulative Adjusted EPS

Aggressive annual Net Sales and Adjusted EBITDA targets

Compensation 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

Meaningful stock ownership guidelines for certain executive officers and directors

Robust Nasdaq-compliant clawback policy for incentive cash and equity compensation paid to our executive officers

Compensation Committee advised by third-party advisors including independent compensation consultant WTW

 

 

 

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_31.jpg 

 

 

 

 

 

 

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

 

SAY-ON PAY VOTE AND SHAREHOLDER ENGAGEMENT

The say-on-pay vote will be held on an annual basis. At our 2022 annual meeting, we received 97.8% approval of the “say-on-pay” proposal. With shareholder support of our 2022 pay practices, the Compensation Committee applied the same overall principles to determine the amounts and types of executive compensation for 2023.

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 Compensation 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 Compensation Committee invites our shareholders to communicate any concerns or opinions on executive pay directly to our Board. Please refer to “Corporate Governance – How to Communicate with Us – Communications with the Board” for information about communicating to our Board.

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 28

 


 

ELEMENTS OF OUR COMPENSATION PROGRAM

The primary elements of our fiscal 2023 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 2023 along with the objectives of each element are summarized in the following table and described in more detail below.

 

 

 

 

COMPENSATION ELEMENT

BRIEF DESCRIPTION

OBJECTIVES

BASE SALARY

Fixed compensation
Provide a competitive, fixed level of cash compensation to attract and retain talented and skilled executives

ANNUAL BONUSES: SHORT TERM INCENTIVE COMPENSATION

Variable, performance-based cash compensation earned based on achieving pre-established annual goals
Motivate executives to achieve or exceed our current-year financial goals and reward them for their achievements
Aid in retention of key executives in a highly competitive market for talent

LONG TERM EQUITY INCENTIVE AWARDS

Variable, equity-based compensation to promote achievement of longer-term goals
Align executives’ interests with those of our shareholders and encourage executive decision-making that maximizes growth and value creation over the long-term
Aid in retention of key executives and ensure continuity of management in a highly competitive market for talent

EMPLOYEE BENEFITS AND PERQUISITES

Participation in all broad-based employee health and welfare programs and retirement plans
Allow usage of a Company-owned boat
Aid in retention of key executives in a highly competitive market for talent by providing overall benefits package competitive with industry peers
Familiarize executives with the functionality and quality of current model year boats

TERMS OF EMPLOYMENT

We currently do not maintain employment agreements, severance or change in control agreements with any of our named executive officers. For Mr. Brightbill and Mr. Cloutier, the basic terms of their employment such as salary, bonus, incentive awards and benefits are set forth in an offer letter. There are no similar arrangements for Messrs. Oxley and Steinbarger. These offer letters do not provide for specific rights upon termination or change in control. All rights relating to accelerated vesting of equity awards upon termination or change in control are set forth in the LTIP or applicable award agreement. For a discussion of the offer letters, 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.”

 

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 29

 


 

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.

 

CEO TARGET COMPENSATION

OPPORTUNITY

NEO TARGET COMPENSATION

OPPORTUNITY

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_73.jpg 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_74.jpg 

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 Compensation 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.

NAMED EXECUTIVE OFFICER

BASE
SALARY ($)

 

Frederick A. Brightbill

 

725,000

 

Timothy M. Oxley

 

370,000

 

George Steinbarger

 

315,000

 

Stephan Cloutier

 

280,000

 

Patrick May

 

280,000

 

 

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 30

 


 

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.

 

https://cdn.kscope.io/4fad2f39c32fd9c49bc9e81202cd6df1-img155730485_75.jpg 

 

Each component of the STIP determined on a segment level basis, and then aggregated to determine the consolidated results. For Messrs. Brightbill, Oxley and Steinbarger, STIP payouts are based on consolidated results. For Mr. May, President of Crest, and Mr. Cloutier, President of Aviara, STIP payouts are based on their respective segment performance.

 

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 Compensation Committee. The threshold annual incentive opportunity for each named executive officer ranges from 15.0 percent to 30.0 percent of their target opportunity, and the maximum annual incentive opportunity ranges from 95.0 percent to 190.0 percent of their target opportunity. The target opportunity for each named executive officer is as follows:

 

AWARD OPPORTUNITY

 

NAMED EXECUTIVE OFFICER

BASE
SALARY ($)

 

TARGET ANNUAL
INCENTIVE
OPPORTUNITY

(as a % of base salary)

TARGET ANNUAL
INCENTIVE
OPPORTUNITY ($)

 

Frederick A. Brightbill

 

725,000

 

100%

 

725,000

 

Timothy M. Oxley

 

370,000

 

50%

 

185,000

 

George Steinbarger

 

315,000

 

50%

 

157,500

 

Stephan Cloutier

 

280,000

 

50%

 

140,000

 

Patrick May

 

280,000

 

60%

 

168,000

 

 

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 Compensation Committee based on recommendations from the CEO and the CFO and are communicated to executives at the beginning of each year.

MASTERCRAFT BOAT HOLDINGS, INC.

2023 PROXY STATEMENT  | 31

 


 

The target criteria and actual fiscal 2023 results for Total Company Net Sales, Adjusted EBITDA, and the strategic metrics, which consist of market share attainment, and CSI scores, are as follows:

 

 

GOAL

 

 

 

METRICS

WEIGHTING

MINIMUM

MAXIMUM

RESULTS

PERCENTAGE
PAYOUT
ATTAINED

ACHIEVEMENT

FINANCIAL METRICS(1)

 

 

 

 

 


Net Sales

32%

$479.0 million

$820.9 million

$662.0 million

91.9%

Between threshold
and target

Adjusted EBITDA(2)

48%

$94.0 million

$165.1 million

$131.5 million

94.9%

Between threshold
and target

STRATEGIC METRICS(3)

20%

 

 

 

— %


TOTAL (blended result)

100%

 

 

 

75.0%


 

(1)
Financial metrics represent 80% of the bonus opportunity.
(2)
For additional information regarding and reconciliation of this non-GAAP financial measure, see “Appendix A - Reconciliation of Non-GAAP Measures.”
(3)
Strategic metrics represent 20% of the bonus opportunity, equally weighted over market share 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 2023 STIP, together with the achievement and actual bonus levels paid to our named executive officers, based on actual Company and individual results.

 

 

AWARD OPPORTUNITY

ACHIEVEMENT

BONUS EARNED

 

NAME

THRESHOLD

TARGET

MAXIMUM

ACHIEVEMENT
(actual)

ACHIEVEMENT
(as adjusted)

% OF
TARGET

$

 

Frederick A. Brightbill

30% of base
salary

100% of base
salary

190% of base
salary

75.0%

75.0%

75.0%

 

543,506

 

Timothy M. Oxley

15% of base
salary

50% of base
salary

95% of base
salary

75.0%

75.0%

75.0%

 

138,688

 

George Steinbarger

15% of base
salary

50% of base
salary

95% of base
salary

75.0%

75.0%

75.0%

 

118,072

 

Stephan Cloutier(1)

15% of base
salary

50% of base
salary

95% of base
salary

 

Patrick May(1)

18% of base
salary

60% of base
salary

114% of base
salary

57.2%

57.2%

57.2%

 

96,042

 

 

(1)
Calculation is based upon financial and strategic metrics specific to Crest and Aviara.

LONG-TERM EQUITY INCENTIVE COMPENSATION

Equity awards represent an important component of our named executive officer compensation. We believe long