mcft-def14a_20201021.htm

 

 

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

(Amendment No.    )

 

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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

 

(1)

 

Title of each class of securities to which transaction applies:

 

 

 

(2)

 

Aggregate number of securities to which transaction applies:

 

 

 

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

(4)

 

Proposed maximum aggregate value of transaction:

 

 

 

(5)

 

Total fee paid:

 

 

 

 

Fee paid previously with preliminary materials.

 

 

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

 

 

(1)

 

Amount Previously Paid:

 

 

 

(2)

 

Form, Schedule or Registration Statement No.:

 

 

 

(3)

 

Filing Party:

 

 

 

(4)

 

Date Filed:

 

 

 


 

 

 

MASTERCRAFT BOAT HOLDINGS, INC.

100 Cherokee Cove Drive

Vonore, Tennessee 37885

September 17, 2020

Dear Stockholder:

We cordially invite you to attend the 2020 Annual Meeting of Stockholders of MasterCraft Boat Holdings, Inc. to be held on October 21, 2020, at 8:00 a.m. Eastern time.

In light of the coronavirus, or COVID-19, outbreak, for the safety of all of our stakeholders, and taking into account recent federal, state and local guidance, the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. Stockholders will be able to attend and participate online by visiting www.proxydocs.com/mcft. If you plan to participate in the virtual meeting, please see “Questions Related to this Proxy Statement.”

The formal Notice of Annual Meeting and Proxy Statement are enclosed with this letter. The Proxy Statement describes the matters to be acted upon at the Annual Meeting.

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.

On behalf of your Board of Directors, thank you for your continued support of and interest in MasterCraft Boat Holdings, Inc.

 

Sincerely,

 

 

Frederick A. Brightbill

CEO and Chairman of the Board

 

 

 


 

 

 

MasterCraft Boat Holdings, Inc.

100 Cherokee Cove Drive

Vonore, Tennessee 37885

NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS

To be held October 21, 2020

 

Time:

8:00 a.m. Eastern time

 

 

Date:

Wednesday, October 21, 2020

 

 

Virtual Meeting Site:

Via a live audio-only webcast at www.proxydocs.com/mcft
There is no physical location for the 2020 Annual Meeting

 

 

Record Date:

Stockholders of record at the close of business on September 4, 2020 are entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.

 

 

 

Purpose:

(1)

Elect two directors nominated by the Board of Directors for a term that expires at the next Annual Meeting of stockholders;

 

 

 

 

(2)

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2021; and

 

 

 

 

(3)

Consider and act upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

 

 

Stockholders Register:

A list of the stockholders entitled to vote at the Annual Meeting may be examined during regular business hours at our executive offices, 100 Cherokee Cove Drive, Vonore, Tennessee 37885, during the ten-day period preceding the meeting. To access this list during the Annual Meeting, instructions will follow as needed.

 

In light of the coronavirus, or COVID-19, outbreak, for the safety of all of our stakeholders, and taking into account recent federal, state and local guidance that has been issued, we have determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. In order to attend the Annual Meeting, you must register in advance at www.proxydocs.com/mcft prior to the deadline of October 19, 2020 at 5:00 pm Eastern Time.  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.

To be admitted to the annual meeting, see “Questions Relating to this Proxy Statement—How can I attend the Annual Meeting” on page 5.

 

By order of the Board of Directors,

 

 

Frederick A. Brightbill

CEO and Chairman of the Board

 

September 17, 2020

 


 

2020 PROXY STATEMENT

The Board of Directors is furnishing this information in connection with the solicitation of proxies for the Annual Meeting of Stockholders to be held on October 21, 2020 (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 2020 Annual Report on Form 10-K will first be mailed to our stockholders on or about September 17, 2020.

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 4, 2020, 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 18,986,413 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 21, 2020: This Proxy Statement is first being sent to stockholders on or about September 17, 2020. All stockholders and beneficial owners may access the proxy materials at www.proxydocs.com/mcft. In addition, this Proxy Statement and our 2020 Annual Report on Form 10-K are available at www.mastercraft.com.

 

 


 

TABLE OF CONTENTS

 

 

 

 

 

Page

 

Proxy Statement Summary

1

Questions Relating to this Proxy Statement

5

Proposal 1—Election of Directors

9

Director Nominees for Terms Expiring at the 2021 Annual Meeting

9

Continuing Directors with Terms Expiring at the 2021 or 2022 Annual Meetings

10

Environmental Sustainability and Social

12

Corporate Governance

14

Stockholder Engagement

14

Board Composition and Director Independence

14

Board Leadership Structure

15

Board Committees and Membership

16

Risk Oversight

17

Director Resignation Policy

18

Committee Charters and Corporate Governance Guidelines

18

Codes of Ethics and Conduct

18

Selection of Director Nominees

18

Meetings of the Board of Directors

19

Executive Sessions of Non-Management Directors

19

Compensation Committee Interlocks and Insider Participation

19

Communications with the Board

19

Director Compensation

19

Beneficial Ownership of the Company’s Securities

21

Delinquent Section 16(a) Reports

22

Certain Relationships and Related Party Transactions

23

Compensation Programs

23

Crest Related Party Transactions

23

Our Policy Regarding Related Party Transactions

23

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

24

Report of the Audit Committee

25

Fees Billed by Independent Registered Public Accounting Firm

26

Executive Officers

27

Executive Compensation

28

Introduction

28

Compensation Philosophy and Objectives

28

Industry Peer Group

29

Compensation Best Practices

29

Elements of our Compensation Program

30

Executive Stock Ownership Policy

34

No Tax Gross Ups

34

Insider Trading Policy Prohibition on Hedging and Pledging

34

Clawback Policy

34

Summary Compensation Table

35

Outstanding Equity Awards at Fiscal 2020 Year-End

36

Potential Payments upon Termination or Change of Control

37

Employment Agreements and Offer Letter with our Named Executive Officers

37

Next Annual Meeting—Stockholder Proposals

39

Rule 14a-8 Proposals for Our 2021 Proxy Statement

39

Stockholder Proposals of Business

39

Stockholder Nominations of Directors

39

Contact Information

39

Other Matters

40

Other Business

40

Appendix A—Reconciliation of Non-GAAP Measures

A-1

 

 

 

 

 


 

MasterCraft Boat Holdings, Inc.

100 Cherokee Cove Drive

Vonore, Tennessee 37885

PROXY STATEMENT SUMMARY

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

Annual Meeting Information

 

October 21, 2020 at 8:00 a.m. Eastern time

 

Via a live audio-only webcast at www.proxydocs.com/mcft. There is no physical location for the 2020 Annual Meeting.

 

The record date is September 4, 2020

Items of Business

 

Proposal

 

Board Vote

Recommendation

 

Page Reference

(for more

information)

 

Effect of

Abstentions

and Broker

Non-Votes

 

Votes Required

for Approval

1.

Elect two directors named in this Proxy Statement for

terms that expire at the next Annual Meeting of stockholders

 

FOR ALL

 

9

 

No effect

 

Affirmative “FOR”

vote of a majority

of the votes cast

for or against each

Director nominee

 

 

 

 

 

 

 

 

 

 

2.

Ratify the appointment of our independent registered

public accounting firm for fiscal year 2021

 

FOR

 

23

 

Abstentions have no

effect

 

Affirmative “FOR”

vote of a majority

of the votes cast

for or against this

proposal

 

Director Nominees

The Board of Directors (the “Board”) of MasterCraft Boat Holdings, Inc. (“we,” “our,” “us,” the “Company,” or “MasterCraft”) is asking you to elect the two nominees for director named below for terms that expire at our next Annual Meeting of Stockholders (the “2021 Annual Meeting”). The following table provides summary information about the two director nominees. 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 9.

 

Name

 

Age

 

 

Occupation

 

Experience/

Qualifications

 

Status as

Independent or

Non-Employee

 

Board

Committees

 

End of

Term

Donald C. Campion

 

 

72

 

 

Professional Board Member and Retired Executive

 

Finance, Accounting, Manufacturing

 

Independent

 

Audit (Chair), Compensation

 

FY 2021

Tzau-Jin (TJ) Chung

 

 

57

 

 

Senior Partner, Core Industrial Partners LLC

 

Industry, Strategy, Technology

 

Independent

 

Compensation, Strategy

 

FY 2021

 

1


 

Continuing Directors

The following table provides summary information about the five continuing directors whose terms expire at the 2021 Annual Meeting and the 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). For more information about the continuing directors, see page 10.

 

Name

 

Age

 

 

Occupation

 

Experience/

Qualifications

 

Status as

Independent or

Non-Employee

 

 

Board

Committees

 

 

End of

Term

Frederick A. Brightbill

 

 

68

 

 

CEO and Chairman, MasterCraft Boat Holdings, Inc.

 

Industry, Operations, Finance

 

 

 

 

 

 

 

FY 2021

W. Patrick Battle

 

 

57

 

 

Managing Partner, Stillwater Family Holdings

 

Strategy, Marketing, Innovation

 

Independent

 

 

Nominating and Corporate Governance,

Strategy (Chair)

 

 

FY 2021

Jaclyn Baumgarten

 

 

42

 

 

CEO & Co-Founder of Boatsetter (Collaborative Boating Inc.)

 

Industry, Marketing, Strategy

 

Independent

 

 

Nominating and Corporate

Governance,

Strategy

 

 

FY 2022

Roch Lambert

 

 

57

 

 

President of Curt Group, aftermarket automotive manufacturer (division of LCI)

 

Industry, Operations, Strategy

 

Independent

 

 

Audit,

Nominating and Corporate

Governance (Chair),

Strategy

 

 

FY 2022

Peter G. Leemputte

 

 

63

 

 

Professional Board

Member and Retired Industry Executive

 

Industry, Finance, Accounting

 

Independent

 

 

Audit, Compensation (Chair)

 

 

FY 2022

 

2020 Performance Highlights

 

Net Sales

 

Adjusted EBITDA(1)

$363.1 million

 

$44.3 million

 

(1)

See “Appendix A - Reconciliation of Non-GAAP Measures” for additional information.

The outbreak of a novel coronavirus (“COVID-19”) throughout the world, including the United States, during early calendar year 2020 caused widespread business and economic disruption through mandated and voluntary business closings and restrictions on the movement and activities of people. To protect the health of our employees, balance wholesale production with anticipated retail demand, and comply with governmental mandates, we reduced production in February 2020 and then suspended manufacturing operations at all of our facilities in late March 2020 (the “COVID-19 Shutdown”). The COVID-19 Shutdown significantly affected our 2020 financial performance. The COVID-19 also affected our suppliers and slowed our ability to ramp up from the COVID-19 Shutdown.

However, as governmental restrictions were lifted, demand in the U.S. retail marine market accelerated in May and through June 2020 resulting in strong retail demand for our boats through the key summer selling season. This increase in demand, coupled with our production shutdowns, pushed retail inventory levels for all our brands to record lows as of June 30, 2020. We ended fiscal year 2020 with retail inventory levels for our brands between 40 percent to 50 percent lower than at the end of fiscal year 2019. In addition, as a result of the COVID-19 pandemic, consumers have been turning to boating as a safe recreational alternative that allows for social distancing while enjoying the outdoors.

2


 

Governance Evolution

We are committed to establishing and maintaining strong corporate governance practices that reflect high standards of ethics and integrity and promote long-term stockholder value. Over the past two years, we have made a number of changes to our governance structure that we believe align with the best interests of our Company and our stockholders. These changes are set forth below. We feel that these changes represent significant steps toward enhancing our governance practices.

 

Board Declassification and Removal of Directors without Cause. At last year’s Annual Meeting, our stockholders voted to approve our proposal to declassify our Board. The approved amendment will eliminate the classification of our Board over a three-year period beginning with this year’s Annual Meeting and the election of our Class II directors for
one-year terms. Stockholders also approved corresponding amendments to our Bylaws. In addition, we amended our Certificate of Incorporation to provide that directors may be removed with or without cause. Our Board will be fully declassified by the 2022 annual meeting.

 

Majority Voting Standard with Director Resignation Policy. In July 2019, we amended our Bylaws regarding director elections to provide that our directors must be elected by the affirmative vote of a majority of the votes cast at the Annual Meeting. In connection with this change, we also amended our Corporate Governance Guidelines to provide that an incumbent director who fails to receive a majority of the votes cast must 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 stockholder vote.

 

Elimination of Supermajority Voting Standard. At last year’s Annual Meeting, our stockholders voted to approve our proposal to remove supermajority voting requirements from our Certificate of Incorporation. In addition, as part of the July 2019 amendments to our Bylaws, we made similar revisions to our Bylaws. As a result, stockholders may now amend our Bylaws and any provision of our Certificate of Incorporation by majority vote. The Board believes that implementing a majority voting standard to amend any provision of our Certificate of Incorporation and Bylaws enhances the ability of our stockholders to influence our governance structure and is consistent with principles of strong corporate governance.

2020 Compensation Program Highlights

Our executive compensation program is designed to facilitate high performance and generate results that will create value for our stockholders. 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 stockholders and allow our executives to share in our stockholders’ success, which we believe creates a performance culture, maintains morale and attracts, motivates and retains top executive talent.

The primary elements of our fiscal year 2020 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 stockholders’ interests.

 

 

 

 

 

What We Do

 

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

 

Rigorous measures tied to Company Revenue, Adjusted EBITDA Margin, Strategic Metrics, Total Shareholder Return and Cumulative Adjusted EPS

Aggressive annual Revenue 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 cash incentives for named executive officers limited to 200% of Target for financial and strategic performance metrics

 

Meaningful stock ownership guidelines for certain executive officers and directors

Robust clawback policy for incentive compensation paid to our named executive officers

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

 

3


 

 

What We Don’t Do

 

×

Provide incentives that encourage excessive executive risk-taking

 

×

Allow hedging or short sales

×

Gross up excise taxes that may become due upon a change in control

 

×

Guarantee incentive awards for executives

 

2021 Annual Meeting of Stockholders

Stockholder proposals submitted for inclusion in the proxy statement for our Annual Meeting of stockholders expected to be held in September or October 2021 pursuant to SEC Rule 14a-8 must be received by us by May 19, 2021. Director nominations or other business to be brought before the 2021 Annual Meeting by a stockholder, other than Rule 14a-8 proposals described above, must be received by us between June 23, 2021 and July 23, 2021. For more information, see page 39.

4


 

QUESTIONS RELATING TO THIS PROXY STATEMENT

What is a proxy?

It is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated two of our officers as proxies for the Annual Meeting. These officers are Frederick A. Brightbill and Timothy M. Oxley.

What is a proxy statement?

It is a document that Securities and Exchange Commission (“SEC”) regulations require us to give you when we ask you to vote designating Frederick A. Brightbill and Timothy M. Oxley as proxies to vote on your behalf.

What is the difference between a stockholder of record and a stockholder who holds stock in street name?

If your shares are registered in your name with our transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), you are a stockholder of record. If your shares are held in the name of your bank, broker or other nominee, your shares are held in street name.

What is the record date and what does it mean?

September 4, 2020 is the record date for the Annual Meeting to be held on October 21, 2020. The record date is established by the Board as required by the Delaware General Corporation Law (“Delaware Law”). Owners of record of our common stock at the close of business on the record date are entitled to receive notice of the meeting and vote at the meeting and any adjournments or postponements of the meeting.

How can I attend the Annual Meeting?

Stockholders as of the record date may attend and vote virtually at the Annual Meeting by registering at www.proxydocs.com/mcft prior to the deadline of October 19, 2020 at 5:00 pm Eastern Time.  To register, stockholders (or their authorized representatives) will need the control number provided on their 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.

Can I ask questions at the Annual Meeting?

Stockholders as of our record date who attend and participate in our virtual Annual Meeting at www.proxydocs.com/mcft will have an opportunity to submit questions live via the Internet during a designated portion of the meeting. These stockholders may also submit a question in advance of the Annual Meeting at www.proxydocs.com/mcft. In both cases, stockholders must have available their control number provided on their proxy card, voting instruction form or Notice of Availability of Proxy Materials.

5


 

How do I vote?

 

 

If you are a Stockholder of Record

If you are a Beneficial Owner of
Shares Held in Street Name

By Internet
(24 hours a day)*

To vote through the internet, you may complete an electronic proxy card at www.proxypush.com/MCFT.  You will be asked to provide the control number from the enclosed proxy card.

To vote through the internet, you must follow the instructions found on the voting instruction form you have received from your broker.  You will be asked to provide the control number on that form in order for your vote to be counted.

By Telephone
(24 hours a day)*

To vote over the telephone, dial the toll-free number 855-962-4263 using any touch tone telephone and follow the recorded instructions.  You will be asked to provide the control number from the enclosed proxy card.

If your shares are held in the name of a bank, broker or other nominee, follow the voting instructions on the form you receive from your record holder. The availability of Internet and telephone voting will depend on their voting procedures.

By Mail

Return a properly executed and dated proxy card in the prepaid envelope we have provided

Return a properly executed and dated voting instruction form by mail, depending upon the method(s) your bank, brokerage firm, broker-dealer or similar organization makes available

At our Annual
Meeting*

Stockholders who wish to attend the meeting in person must register in advance at www.proxydocs.com/MCFT prior to the deadline of Monday October 19, 2020 at 5 p.m. Eastern.  All electronic and paper proxy cards must be received by the independent inspector before the polls close at the meeting.

Stockholders who wish to attend the meeting in person must register in advance at www.proxydocs.com/MCFT prior to the deadline of Monday October 19, 2020 at 5 p.m. Eastern.  All electronic and paper proxy cards must be received by the independent inspector before the polls close at the meeting.

 

*

Internet and telephone voting procedures are designed to authenticate stockholders’ identities, allow stockholders to give their voting instructions and confirm that stockholders’ instructions have been recorded properly. We have been advised that the Internet and telephone voting procedures that have been made available to you are consistent with applicable legal requirements. Stockholders voting by Internet or telephone should understand that, while we do not charge any fees for voting by Internet or telephone, there may still be costs, such as usage charges from Internet access providers and telephone companies, for which you are responsible.

The giving of a proxy will not affect your right to vote at the Annual Meeting should you decide to attend.

What if I sign and return a proxy card, but do not provide voting instructions?

Proxies that are properly executed and delivered, and not revoked, will be voted as specified on the proxy card. If no direction is specified on the proxy card, the proxy will be voted as follows:

 

for the election of the two nominees for director described in this Proxy Statement; and

 

for ratification of the appointment of our independent registered public accounting firm for fiscal year 2021.

What if I change my mind after I return my proxy?

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. Participation in the Annual Meeting will not alone constitute revocation of a proxy.

What is a quorum?

The presence of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, present in person or represented by proxy, is necessary to constitute a quorum. The inspector of elections appointed for the meeting will tabulate votes cast by proxy and in person at the meeting and determine the presence of a quorum. Virtual attendance at the Annual Meeting constitutes presence in person for purposes of quorum.

Will my shares be voted if I do not vote by the Internet, sign and return a proxy card, or vote at the virtual Annual Meeting?

If you are a stockholder of record and you do not vote by the Internet, sign and return a proxy card or attend the Annual Meeting and vote electronically, your shares will not be voted and will not count in deciding the matters presented for stockholder consideration in this proxy statement.

If your shares are held in “street name” through a bank, broker or other nominee and you do not provide voting instructions before the Annual Meeting, your broker or other nominee may vote your shares on your behalf under certain circumstances. Brokerage firms have the authority under certain rules to vote shares for which their customers do not provide voting instructions on “routine” matters.

6


 

The ratification of the appointment of our independent registered public accounting firm is considered a “routine” matter under these rules. Therefore, brokerage firms are allowed to vote their customers’ shares on this matter if the customers do not provide voting instructions. If your brokerage firm votes your shares on this matter because you do not provide voting instructions, your shares will be counted for purposes of establishing a quorum to conduct business at the meeting and in determining the number of shares voted for or against the routine matter.

When a matter is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that matter, the brokerage firm cannot vote the shares on that matter. This is called a “broker non-vote.” Only the ratification of the appointment of our independent registered public accounting firm is considered a “routine” matter for this Proxy Statement. The election of director nominees is not considered a routine matter. Because the election of director nominees is not considered a “routine” matter for stockholder consideration, the brokers will not have discretionary authority to vote your shares with respect to such matters and if you do not instruct your bank or broker how to vote your shares, no votes will be cast on your behalf with respect to such matters.

We encourage you to provide instructions to your brokerage firm by voting your proxy. This action ensures your shares will be voted at the meeting in accordance with your wishes.

How may I vote for each proposal?

For Proposal 1—Election of Directors, for each nominee, you may vote for, against or abstain from voting.

For Proposal 2—Ratification of the Appointment of our Independent Registered Public Accountants, you may vote for, against or abstain from voting.

How are votes tabulated?

According to our Bylaws, each of the proposed items will be determined as follows:

Proposal 1—Election of Directors: To be elected, each nominee must receive an affirmative “FOR” vote of a majority of the votes cast. As set forth in our Bylaws, only votes “For” or “Against” the election of a director nominee will be counted. If you abstain from voting, it will have no effect on the outcome of the vote.

Proposal 2—Ratification of the Appointment of our Independent Registered Public Accountants: The ratification of the appointment of our independent registered public accountants will be determined by a majority of the votes cast for or against this proposal. If you abstain from voting on such proposal, it will have no effect on such proposal.

Any other matters: The voting results of any other matters are determined by a majority of votes cast affirmatively or negatively, except as may otherwise be required by law.

No cumulative voting rights are authorized, and dissenters’ rights are not applicable to the matters being voted upon.

How are proxies solicited and what is the cost?

We will bear all expenses incurred in connection with the solicitation of proxies. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of common stock. Our directors, officers and employees may solicit proxies by mail, telephone and personal contact. They will not receive any additional compensation for these activities.

Where can I find the voting results of the Annual Meeting?

We expect to announce preliminary voting results at the Annual Meeting. We will publish the final results in a current report on Form 8-K within four business days of the Annual Meeting. We will file that report with the SEC, and you can get a copy from:

 

our website at www.mastercraft.com by clicking on the Investors link, followed by the Financials link,

 

the SEC’s website at www.sec.gov,

 

the SEC at 1 (800) SEC-0330, or

 

our Corporate Secretary at 100 Cherokee Cove Drive, Vonore, Tennessee 37885.

7


 

How can I obtain a copy of the 2020 Annual Report to Stockholders and the Annual Report on Form 10-K for the year ended June 30, 2020?

Our 2020 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended June 30, 2020, is available at www.proxydocs.com/mcft and at www.mastercraft.com by clicking on the Investors link, followed by the Financials link. In addition, our Annual Report on Form 10-K for the year ended June 30, 2020, is available from the SEC’s website at www.sec.gov. At the written request of any stockholder who owns common stock as of the close of business on the record date, we will provide, without charge, paper copies of our Annual Report on Form 10-K, including the financial statements and financial statement schedule, as filed with the SEC, except exhibits thereto. If requested by eligible stockholders, we will provide copies of the exhibits for a reasonable fee. You can request copies of our Annual Report on Form 10-K by mailing a written request to:

100 Cherokee Cove Drive,

Vonore, Tennessee 37885

Attention: Corporate Secretary 

8


 

PROPOSAL 1—ELECTION OF DIRECTORS

Currently, our Board consists of seven directors in three classes, with three directors in Class I, two directors in Class II and two directors in Class III.

The three director classes terms expire as follows:

 

Class II, whose term will expire at the 2020 Annual Meeting;

 

Class III, whose term will expire at the 2021 Annual Meeting; and

 

Class I, whose term will expire at 2022 Annual Meeting.

The terms of Messrs. Donald C. Campion and Tzau-Jin (TJ) Chung, each a Class II director, expire at the Annual Meeting. Upon the recommendation of our Nominating and Corporate Governance Committee, Messrs. Campion and Chung have been nominated for election at the Annual Meeting.  Because the proposal to declassify the Board (the “Declassification Proposal”) was approved at the 2019 Annual Meeting, the nominees, if elected, will serve for a one-year term, rather than a three-year term, subject to earlier resignation or removal.

In addition, the Class III and Class I directors will be elected for one-year terms expiring at the annual meeting of stockholders to be held in 2022 and 2023, respectively. This will result in a fully declassified Board by the 2022 Annual Meeting. Messrs. Frederick A. Brightbill and W. Patrick Battle are our current Class III directors and Ms. Jaclyn Baumgarten and Messrs. Roch Lambert and Peter G. Leemputte are our current Class I directors.

The persons named in the accompanying proxy, or their substitutes, will vote for the election of the two nominees listed hereafter, except to the extent authority to vote for any or all of the nominees is withheld. No proposed nominee is being elected pursuant to any arrangement or understanding between the nominee and any other person or persons. Each of the nominees have consented to stand for election at this meeting. If any of the nominees becomes unable or unwilling to serve, the persons named as proxies in the accompanying proxy, or their substitutes, shall have full discretion and authority to vote or refrain from voting for any substitute nominees in accordance with their judgment. We do not know of any nominee of the Board who would be unable to serve as a director if elected.

Directors will be elected by a majority of the votes cast at the Annual Meeting. In accordance with our Corporate Governance Guidelines, as amended in July 2019, any director nominee who fails to receive the affirmative vote of a majority of the votes cast must promptly tender an irrevocable offer of resignation to the Board, which will then consider whether to accept or reject the resignation. For more information on our director resignation policy, see the “Corporate Governance—Director Resignation Policy” section in this Proxy Statement.

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.

Director Nominees

Donald C. Campion—Mr. Campion has served as a member of our Board since July 2015. He has served as the Chief Financial Officer of several public and private companies, including Special Devices, Inc., Cambridge Industries, Inc., Oxford Automotive, Inc., Delco Electronics Corporation and VeriFone, Inc. Mr. Campion is a member of the board of directors of Haynes International, Inc., where he serves as the Chairman of the Audit Committee and the Compensation Committee. Mr. Campion has previously served on the boards of many public and private companies. Mr. Campion graduated from the University of Michigan College of Engineering with a B.S. in applied mathematics and earned an M.B.A. from the University of Michigan School of Business Administration. We believe Mr. Campion’s substantial accounting and tax experience, his leadership positions in diverse manufacturing businesses and his board service experience, including as chair of several audit committees, enable him to play a key role in all matters involving our Board and make him well qualified to serve as a member of our Board.

Tzau-Jin (TJ) Chung Mr. Chung has served as a member of our Board since December 2016. Mr. Chung is currently a senior partner at Core Industrial Partners, a private equity firm. Mr. Chung retired as CEO of Teletrac Navman, a Danaher operating company and a leading global SaaS provider of fleet management solutions in May 2016. From 2007 to 2012, Mr. Chung was CEO of Navman Wireless, a leading SaaS provider of commercial fleet telematics solutions. Before Navman Wireless, Mr. Chung served as President of New Technologies Division at Brunswick Corporation. Mr. Chung also served as VP & Chief Strategy Officer of Brunswick and Senior VP of Mercury Marine, a $1.6 billion division of Brunswick. Before joining Brunswick, Mr. Chung was an

9


 

executive at Emerson Electric. Mr. Chung currently serves on the board of Littelfuse (NASDAQ: LFUS), where he serves as the Chairman of the Compensation Committee and as a member of the Nominating and Governance and the Technology Committees. Mr. Chung also serves on the board of Airgain (NASDAQ: AIRG), where he serves on the audit committee. Mr. Chung holds an MBA from Duke University’s Fuqua School of Business, an MS in Computer Science from North Carolina State University, and a BS in Electrical Engineering from the University of Texas at Austin. We believe Mr. Chung’s substantial experience in the boating industry and other industries, his leadership and strategic skills and his expertise in technology enable him to play a key role in all matters involving our Board and makes him well qualified to serve as a member of our Board.

The Board recommends that you vote FOR the two director nominees.

Continuing Directors with Terms Expiring at the 2021 or 2022 Annual Meetings

The directors listed below are expected to remain in office for the duration of their terms in accordance with our Bylaws.

Frederick A. Brightbill—Mr. Brightbill was appointed as our interim Chief Executive Officer in October 2019 and as permanent Chief Executive Officer in December 2019, and has served as a member of our Board since 2009, including as Chairman since July 2015. Mr. Brightbill has served as a Principal of Brightbill Advisors, a management consulting firm, since 2009 and previously served as Principal at Vantage Development and JB Acquisitions. Prior to that he served as President of the Aluminum Boat Group at Brunswick Corporation and in various leadership roles at Mercury Marine, including President of the Outboard Business Unit and Integrated Operations Division. Mr. Brightbill has served on many private company boards and has held a variety of leadership positions, including President and CFO. Mr. Brightbill graduated with a B.S. in Finance from the University of Illinois at Urbana Champaign and received his M.B.A. from the University of Chicago. We believe Mr. Brightbill’s experience in the boating industry as well as his leadership and operational skills enable him to play a key role in all matters involving our Board and makes him well qualified to serve as a member of our Board.

W. Patrick Battle—Mr. Battle has served as a member of our Board since May 2017. Since 2010, Mr. Battle has been the Managing Partner of Stillwater Family Holdings and was instrumental in launching Experience and Fermata Partners. Mr. Battle served as Chairman of IMG College from 2007 until 2011, 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. Prior to joining IMG in 2007, Mr. Battle was the President and Chief Executive Officer of CLC, where he worked since 1984. Mr. Battle has served on the board of Acuity Brands, Inc. since 2014 and is currently a member of Acuity’s Compensation Committee and Governance Committee. Mr. Battle graduated from Georgia State University with a B.A. in Marketing. We believe Mr. Battle’s operational, strategic, and marketing expertise gained through senior leadership positions qualifies him to play a key role in all matters involving our Board and make him well qualified to serve as a member of our Board.

Jaclyn Baumgarten— Ms. Baumgarten has served as a member of our Board since October 2018. Ms. Baumgarten is currently the cofounder and Chief Executive Officer of Boatsetter, the world’s leading boat sharing platform with boats throughout the United States, Mexico, the Bahamas, the Caribbean, South America and the Mediterranean. Prior to co-founding Boatsetter, Ms. Baumgarten founded and was Chief Executive Officer of 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. Prior to this, Ms. Baumgarten served as a Partner and Chief Operating Officer at AH Global, a Director of Strategy at DaVita, a Development Manager at Westfield Group, a Consultant at IBM, and a Consultant at PricewaterhouseCoopers. Ms. Baumgarten holds a Bachelor of Arts degree from Wellesley College, cum laude, and has a Master of Business Administration from the Stanford University Graduate School of Business. We believe Ms. Baumgarten’s substantial experience in the boating industry and her strategic and marketing expertise gained through senior leadership positions enable her to play a key role in all matters involving our Board and makes her well qualified to serve as a member of our Board.

Roch Lambert—Mr. Lambert was appointed as our Lead Director in December 2019 and has served as a member of our Board since October 2016. Mr. Lambert currently serves as President of Curt Group, an aftermarket automotive manufacturer and a division of LCI.  Prior to this position, Mr. Lambert served as a Chief Executive Officer of Rec Boat Holdings, an international designer, manufacturer and distributor of powerboats, from 2010 to 2016. Prior to joining Rec Boat, Mr. Lambert served as Vice President and General Manager of several divisions at Bombardier Recreation Products, an international recreational products company, including the Sea-Doo, Ski-Doo and Evinrude divisions from 2008 to 2009, the Evinrude division from 2001 to 2008 and the Sea-Doo division from 1997-2001. He also served in various leadership, engineering and production roles for Bombardier and Aquilon Technologies, a manufacturer of attachments for farm equipment OEMs. Mr. Lambert also currently serves on the boards of three private companies and has previously served on the boards of other private companies. Mr. Lambert graduated from the Ecole Polytechnique de Montreal with a B.Eng. in mechanical/aeronautical engineering and a graduate business degree from the Universite Laval. We believe Mr. Lambert’s substantial industry experience, his leadership positions in diverse manufacturing businesses and his vast knowledge of operational matters in the recreational products and powerboat industries, enable him to play a key role in all matters involving our Board and make him well qualified to serve as a member of our Board.

10


 

Peter G. Leemputte—Mr. Leemputte has served as a member of our Board since October 2016. Prior to his retirement, Mr. Leemputte was Chief Financial Officer and Treasurer at Keurig Green Mountain, Inc., a leader in specialty coffee, coffee makers, teas and other beverages, from 2015 to 2016. Prior to joining Keurig, Mr. Leemputte was Executive Vice President and Chief Financial Officer at Mead Johnson Nutrition Company, a global leader in infant and children’s nutrition, from 2008 to 2015. Mr. Leemputte also has significant experience in the marine industry, having previously served as Senior Vice President and Chief Financial Officer for Brunswick Corporation, a diversified manufacturing company. He joined Brunswick in 2001 as Vice President and Controller. Prior to joining Brunswick Corporation, Mr. Leemputte held various management positions at Chicago Title Corporation, Mercer Management Consulting, Armco Inc., FMC Corporation and BP. Mr. Leemputte holds a Bachelor of Science degree in Chemical Engineering from Washington University, St. Louis and a Master of Business Administration in Finance from the University of Chicago Booth School of Business. Mr. Leemputte currently serves on the Board of Ecogensus LLC, a privately held company. Mr. Leemputte retired as director at Beazer Homes, USA, in February 2020 where he served as a member of the Audit Committee and as a member of the Finance Committee. We believe Mr. Leemputte’s significant financial and accounting expertise gained in handling financial responsibilities for several leading corporations, his deep industry experience and his leadership skills enable him to play a key role in all matters involving our Board and make him well qualified to serve as a member of our Board.

11


 

ENVIRONMENTAL SUSTAINABILITY AND SOCIAL

As a manufacturer of recreational powerboats meant to be used and enjoyed outdoors on the water, we recognize the importance of social and environmental responsibility and global sustainability. Over the past several years, we have undertaken initiatives to reduce our environmental impact, ensure a healthy and safe workplace for our employees, and act as good corporate citizens in the communities we serve, including:

 

Environmental Sustainability

Employee Health & Safety

Corporate Citizenship

ISO 14001:2015 (Environmental)

 

Environmentally conscious engine suppliers, focused on reducing carbon emissions and water and energy consumption by adhering to the highest EPA, CARB and EU-RCD standards

 

Working with our non-engine supplier partners to reduce air emissions both in the production of our products and during their use

 

Sourcing of materials that have the least environmental impact, minimizing the risks of employee health hazards and maintaining a cleaner environment

 

Implementing a recycling program that has successfully kept nearly 700 tons out of local landfills over the past two years alone

ISO 18001:2007 (Health & Safety)

 

ISO 9001:2015 (Quality)

 

Developing technologies and executing manufacturing methods and practices that maintain a clean, safe, and healthy workplace

 

Expanding employee safety training and employee engagement through with nearly 100,000 ideas implemented over the last three years

 

Creating a culture and environment where all employees can recognize and report unsafe conditions or practices without fear of reprimand or punishment that includes identifying safety issues and helping to find solutions

Adhering to a strict code of ethical business practices across our entire organization

 

Partnering with local schools and organizations to help improve the communities in which we work, including the voluntary production and donation of personal protection equipment to local hospitals in response to the COVID-19 pandemic

 

Being recognized as 2020 Business of the Year by the Monroe County, TN Chamber of Commerce

 

Our continued commitment is making the best products in the best way possible, and we always strive for continuous improvement. We will continue to approach these areas of opportunity and undertake broader, organization-wide sustainability initiatives related to all boating operations, setting forth long-term goals for energy use, the environment, our products, and employee health and safety across our portfolio of brands. We will hold ourselves accountable to the highest standards, striving for reductions in energy usage at all of our facilities, minimizing our environmental footprint, developing the safest and most sustainable products in the boating marketplace, all while keeping the safety and well-being of our employees and commitment to being valued community partners at the forefront of everything we do.

As part of our commitment to transparency regarding our sustainability practices, beginning this year we are elevating our sustainability disclosure reporting to follow Sustainability Accounting Standards Board (SASB) guidelines. SASB is an independent, private sector standards-setting organization dedicated to enhancing the efficiency of the capital markets by fostering high-quality disclosure of material sustainability information that meets investor needs. Designed to be cost-effective for companies and decision-useful for investors, SASB provides both parties the ability to compare and benchmark performance. Under SASB’s Sustainable Industry Classification System (SICS), our industry, boat manufacturing, falls in the Consumer Goods sector under the Toys & Sporting Goods industry. While not a perfect fit, we also believe the Industrial Machinery & Goods industry contains SASB metrics that are relevant to the boat manufacturing industry. As such, the table below provides the SASB metrics that we believe are most relevant from both SICS industries.

 

Metric

Category

Unit of Measure

Code

Response/Comment

 

Activity

Metric

Annual production

Quantitative

Number

CG-TS-000.A

Boats: 5,292 units

Number of manufacturing facilities, % outsourced

Quantitative

Number, %

CG-TS-000.B

Three manufacturing facilities, 100% of facilities owned and operated by Company

Number of employees

Quantitative

Number

RT-IG-000.B

884 employees as of June 30, 2020

Topic

Metric

Category

Unit of Measure

Code

Response/Comment

Employee Health & Safety

(1) Total recordable incident rate (TRIR), (2) fatality rate, and (3) near miss frequency rate (NMFR)

Quantitative

Rate

RT-IG-320a.1

TRIR: 0.87 (SIC Code 3732 - Boat Building & Repair industry average is 5.0)

Fatality Rate: 0%

NMFR: N/A (we do not currently track NMFR)

12


 

Materials Sourcing

Description of the management of

risks associated with the use of critical materials

Discussion and Analysis

n/a

RT-IG-440a.1

As we develop boats, we are mindful of the raw materials necessary to support their deployment on a commercial scale. As with all raw material inputs for our boats, some of these materials involve inherently higher risks, such as cost, supply availability, reputational and human rights risks. The identification of these risks is part our product development and supply chain management process, and we work to reduce these risks through a variety of

methods, including re-engineering of components, supplier diversification, and reuse and recycling efforts.

Additional information about our sustainability framework is available on our website at www.mastercraft.com/makingboatingbetter.

13


 

CORPORATE GOVERNANCE

Stockholder 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. Since 2018, we have held an annual Investor Day at our Vonore, TN facility. These Investor Days allow investor access to our top managers to discuss and explain our businesses, provide updates on our progress against our current long-term plan, outline our future plans, strategies, and commitments, and experience first-hand our products on the water. Our stockholder outreach and engagement program is designed to ensure that management and the Board understand, consider, and address the issues that matter most to our stockholders. Though the COVID-19 pandemic disrupted travel and investor conferences, we have had one-on-one discussions with more than half of our top twenty non-quant, non-broker-dealer accounts, who collectively own about 39% of the shares outstanding, through conference calls, virtual non-deal roadshows and virtual conferences over the past year.

Board Composition and Director Independence

Composition

Our amended and restated 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. After the resignation of Mr. McNew in October 2019, our Board currently consists of seven members, W. Patrick Battle, Jaclyn Baumgarten, Frederick A. Brightbill, Donald C. Campion, TJ Chung, Roch Lambert and Peter G. Leemputte. At the 2019 Annual Meeting, our stockholders approved the Declassification Amendment, which will eliminate the classification of our Board over a three-year period beginning with this year’s Annual Meeting. Any director to be elected after the Annual Meeting will be elected for a one-year term. As a result, our Board will be fully declassified by the 2022 Annual Meeting.

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, Mr. Chung, Mr. Lambert and Mr. Leemputte are independent, as defined under the rules of NASDAQ and meet the requirements set forth in our director independence guidelines. The members of our Nominating and Corporate Governance Committee are Ms. Baumgarten and Messrs Battle and Lambert. The members of our Compensation Committee are Messrs. Leemputte, Campion and Chung. The members of our Strategy Committee are Mr. Battle, Ms. Baumgarten, Mr. Chung and Mr. Lambert. The members of our Audit Committee are Messrs. Campion, Lambert and Leemputte. Our Board has determined that Messrs. Campion, Lambert and Leemputte are independent for Audit Committee purposes, as defined under the rules of NASDAQ.

Director Skills, Qualifications and Experiences

Under the charter of the Nominating and Corporate Governance Committee, 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 stockholders;

 

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.

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 stockholders. Nominees may be suggested by directors, members of management, stockholders 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.

The Board believes that, taken as a whole, it should represent a diverse set of skills, knowledge, experiences and backgrounds appropriate in light of the Company’s needs. In this regard the Board subjectively takes into consideration diversity (with respect to race, gender and national origin) when considering director nominees. The Board does not make any particular weighting of diversity or any other characteristic in evaluating nominees and directors, but considers the diversity in experience, skills and background of each nominee and director holistically.

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:

 

 

Six out of seven directors are independent. The average tenure of our directors is 4.6 years. For additional information on each director, see the biographies in the “Proposal 1—Election of Directors” section of this Proxy Statement.

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 stockholders at the relevant time. At this point in time, the Board believes that the Company and its stockholders 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 Director”) will be appointed by the independent members of the Board. Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has appointed Roch Lambert to serve as Lead Director. As Lead Director, Mr. Lambert focuses on overseeing the Board’s processes, prioritizing items for Board and committee discussion, and

15


 

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 stockholders; (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 Director and independent directors chairing each of the Board Committees, is in the best interest of the Company and its stockholders. 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 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 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, duties and responsibilities of these committees are described below. The table below sets forth the current membership of each of the committees:

 

Director

 

Audit

 

 

Compensation

 

 

Nominating

and

Corporate

Governance

 

 

Strategy

 

Frederick A. Brightbill(1)

 

 

 

 

 

 

 

 

 

 

 

 

W. Patrick Battle

 

 

 

 

 

 

 

X

 

 

Chair

 

Jaclyn Baumgarten

 

 

 

 

 

 

 

X

 

 

X

 

Donald C. Campion

 

Chair

 

 

X

 

 

 

 

 

 

 

TJ Chung

 

 

 

 

X

 

 

 

 

 

X

 

Roch Lambert (Lead Director)

 

X

 

 

 

 

 

Chair

 

 

X

 

Peter G. Leemputte

 

X

 

 

Chair

 

 

 

 

 

 

 

 

 

(1)

On October 30, 2019, the Board appointed Mr. Brightbill to serve as the Company’s interim Chief Executive Officer. On December 2, 2019, the Company named Mr. Brightbill permanent Chief Executive Officer of the Company. Prior to his appointment as interim Chief Executive Officer, Mr. Brightbill served on the Audit Committee and was the Chair of the Nominating and Corporate Governance Committee. Following his appointment as interim Chief Executive Officer, Mr. Brightbill resigned from all committees of the Board.

Audit Committee

Our Audit Committee is responsible for, among other things, 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, considering the range of audit and non-audit fees, and reviewing the adequacy of our internal controls over financial reporting.

Our Audit Committee currently consists of Messrs. Campion, Lambert, and Leemputte, with Mr. Campion serving as chair. Our Board has affirmatively determined that Messrs. Campion, Lambert and Leemputte 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 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.

Our Board has adopted a written charter for the Audit Committee. The Audit Committee held 14 meetings during the 2020 fiscal year.

16


 

Compensation Committee

Our Compensation Committee is responsible for determining compensation for our most highly paid employees and administering our other compensation programs. The Compensation Committee is also charged with establishing, periodically re-evaluating and, where appropriate, adjusting and administering policies concerning compensation of management personnel.

Our Compensation Committee consists of Messrs. Leemputte, Campion, and Chung, with Mr. Leemputte serving as chair. Our Board has affirmatively determined that Messrs. Leemputte, Campion, and Chung each meet the definition of “independent director” for purposes of serving on a Compensation Committee under NASDAQ rules.

Our Board has adopted a written charter for the Compensation Committee. The Compensation Committee held seven meetings during the 2020 fiscal year.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is responsible for assisting our Board in selecting new directors, evaluating the overall effectiveness of our Board and reviewing developments in corporate governance compliance.

Our Nominating and Corporate Governance Committee consists of Ms. Baumgarten and Messrs. Lambert and Battle, with Mr. Lambert serving as chair. Our Board has affirmatively determined that Ms. Baumgarten 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.

Our Board has adopted a written charter for the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee held four meetings during the 2020 fiscal year.

Strategy Committee

Our Strategy Committee is responsible for overseeing the Company’s ongoing strategic planning initiatives. The Strategy Committee’s primary activities include the development and refinement of a strategic plan that identifies long-term goals and business objectives deemed to be in the Company’s best interests. The Strategy Committee is also charged with 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 and monitoring the progress of the implementation of the strategic plans. The Committee also helps our executive officers to identify short-term goals and objectives for the Company’s annual performance.

Our Strategy Committee consists of Mr. Battle, Ms. Baumgarten, Mr. Chung and Mr. Lambert, with Mr. Battle serving as chair.

Our Board has adopted a written charter for the Strategy Committee. The Strategy Committee held five meetings during the 2020 fiscal year.

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 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.

17


 

Director Resignation Policy

In July 2019, upon recommendation by the Nominating and Corporate Governance Committee, our Board amended our Corporate Governance Guidelines to provide that, in an uncontested election of directors, an incumbent director who fails to receive the affirmative vote of a majority of the votes cast 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 stockholder 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 may be accessed on our website at www.mastercraft.com by clicking on the Investors link, followed by the Governance link, and are available in print upon request from our Corporate Secretary.

Codes 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 www.mastercraft.com by clicking the Investors link, followed by the Governance link, 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.

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 stockholders 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 and discussed in the “Corporate Governance—Board Composition and Director Independence—Director Skills, Qualifications and Experiences” section of this Proxy Statement,” 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, diversity, insight, knowledge and business acumen, among other things. 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, among others, may also be among the relevant selection criteria. The Nominating and Corporate Governance Committee also 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 extended 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.

Stockholder Recommendation of Candidates for Director

Stockholders 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 Bylaws. Stockholder 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 stockholder nominations of directors and stockholder proposals, please see the “Next Annual Meeting—Stockholder Proposals” section of this Proxy Statement.

18


 

Meetings of the Board

During the fiscal year ended June 30, 2020, the Board met nine times. All of our directors attended at least 75% (the threshold for disclosure under SEC rules) 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 stockholders, absent a valid reason.

Executive Sessions of Non-Management Directors

The independent directors met in executive session, without any non-independent directors or members of management present, four times during fiscal 2020.

Compensation Committee Interlocks and Insider Participation

The directors serving on the Compensation Committee of the Board during the fiscal year ended June 30, 2020 were Peter G. Leemputte (Chairman), Donald C. Campion and TJ Chung. None of these individuals is or has at any time during the past year been an officer or employee of ours. During the 2020 fiscal year, 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.

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 at a specified email address provided by the Company on our website. Our Corporate Secretary shall review all written and emailed correspondence received from stockholders 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.

Director Compensation

The following table sets forth information concerning the fiscal year 2020 compensation of our non-employee directors that served during the period from July 1, 2019 through June 30, 2020:

 

Name

 

Fees

earned

or paid

in cash

($)

 

 

Stock /

option

awards

($)

 

 

Other

($)(1)

 

 

Total

($)

 

Frederick A. Brightbill(2)

 

$

56,520

 

 

$

65,000

 

 

$

 

 

$

121,520

 

W. Patrick Battle

 

 

67,500

 

 

 

65,000

 

 

 

2,873

 

 

 

135,373

 

Jaclyn Baumgarten

 

 

57,500

 

 

 

65,000

 

 

 

11,482

 

 

 

133,982

 

Donald C. Campion

 

 

82,500

 

 

 

65,000

 

 

 

3,716

 

 

 

151,216

 

TJ Chung

 

 

62,500

 

 

 

65,000

 

 

 

 

 

 

127,500

 

Roch Lambert

 

 

76,250

 

 

 

65,000

 

 

 

3,682

 

 

 

144,932

 

Peter G. Leemputte

 

 

77,500

 

 

 

65,000

 

 

 

1,588

 

 

 

144,088

 

 

(1)

The amounts in this column reflect imputed income for boat usage. Each of our Non-Employee Directors is provided the opportunity to use one of our MasterCraft 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 the boat 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 of the boat.  

(2)

The compensation shown above reflects compensation earned by Mr. Brightbill prior to his appointment as our interim Chief Executive Officer.

19


 

Non-management members of the Board receive a $50,000 annual retainer related to their Board duties and responsibilities, which is paid in advance in four equal installments of $12,500 each. Additionally, there is a $20,000 annual retainer for serving as our Lead Independent Director, also paid in four equal 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.

Under the director compensation policy, directors may elect to receive all (but not less than 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 2020, we also granted an annual award of restricted stock with a grant date fair value of $65,000 to each non-employee director who received cash compensation. 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).

20


 

BENEFICIAL OWNERSHIP OF THE COMPANY’S SECURITIES

The following table sets forth information concerning beneficial ownership of our common stock as of August 19, 2020, unless otherwise indicated, by each of the directors and nominees for director, by each of the named executive officers, by all directors, nominees for director and executive officers as a group, and by beneficial owners of more than five percent of our common stock.

 

Name

 

Number of

Shares of

Common

Stock

Owned(1)

 

 

Number of

Shares

Subject to

Right to

Acquire

Beneficial

Ownership

 

 

Total

Shares of

Common

Stock

Beneficially

Owned

 

 

Percent of

Shares of

Common Stock

Outstanding(2)

 

Beneficial owners of 5% or more of our common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Divisar Capital Management LLC(3)

 

 

1,646,969

 

 

 

 

 

 

1,646,969

 

 

 

8.68

%

Fairfax Financial Holdings Limited(4)

 

 

1,599,333

 

 

 

 

 

 

1,599,333

 

 

 

8.42

%

BlackRock, Inc.(5)

 

 

1,326,554

 

 

 

 

 

 

1,326,554

 

 

 

6.99

%

The Vanguard Group(6)

 

 

985,446

 

 

 

 

 

 

985,446

 

 

 

5.19

%

Systematic Financial Management, L.P.(7)

 

 

972,407

 

 

 

 

 

 

972,407

 

 

 

5.12

%

Directors and named executive officers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Frederick A. Brightbill

 

 

117,580

 

 

 

 

 

 

117,580

 

 

*

 

Timothy M. Oxley

 

 

95,582

 

 

 

15,146

 

 

 

110,728

 

 

*

 

W. Patrick Battle

 

 

11,980

 

 

 

 

 

 

11,980

 

 

*

 

Jaclyn Baumgarten

 

 

8,438

 

 

 

 

 

 

8,438

 

 

*

 

Donald C. Campion

 

 

19,919

 

 

 

 

 

 

19,919

 

 

*

 

TJ Chung

 

 

13,518

 

 

 

 

 

 

13,518

 

 

*

 

Roch Lambert

 

 

14,336

 

 

 

 

 

 

14,336

 

 

*

 

Peter G. Leemputte

 

 

14,336

 

 

 

 

 

 

14,336

 

 

*

 

Terry McNew, Former President and Chief Executive Officer

 

 

337,765

 

 

 

 

 

 

337,765

 

 

 

1.78

%

Jay S. Povlin, Former President, NauticStar

 

 

26,919

 

 

 

5,452

 

 

 

32,371

 

 

*

 

All current executive officers, directors and director

   nominees as a group (10 persons)

 

 

319,383

 

 

 

15,146

 

 

 

334,529

 

 

 

1.76

%

 

*

Represents beneficial ownership of less than one percent (1%) of our outstanding common stock.

(1)

Shares shown in the table above include shares held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account.

(2)

Based on an aggregate of 18,984,322 shares of MasterCraft common stock issued and outstanding as of August 19, 2020.

(3)

As of December 31, 2019, based on information provided in Schedule 13G/A filed with the SEC on February 14, 2020 by Divisar Capital Management LLC (“Divisar”), Divisar reported shared voting power with respect to 1,646,969 shares of our common stock and shared dispositive power with respect to 1,646,969 shares of our common stock. Based on the Schedule 13G/A, Divisar serves as the general partner and investment manager to each of Divisar Partners QP, L.P. and Divisar Partners, L.P., (collectively “the Funds”). Divisar may be deemed to be the beneficial owner of all shares of our common stock held by the Funds. Mr. Steven Baughman, as Managing Member of Divisar with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of our common stock held by the Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, each of the Funds expressly disclaims beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that either of the Funds are the beneficial owner of any of the securities reported herein.

(4)

As of March 17, 2020, based on information provided in a Schedule 13G filed with the SEC on March 27, 2020 by Fairfax Financial Holdings Limited (“Fairfax”), Fairfax reported that it has shared voting power with respect to 1,599,333 shares of our common stock and shared dispositive power over 1,599,333 shares of our common stock. The address for Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7. The Schedule 13G was filed pursuant to a Joint Filing Agreement dated as of March 27, 2020 among V. Prem Watsa, The Second 1109 Holdco Ltd., The Sixty Two Investment Company Limited, Fairfax Financial Holdings Limited, FFHL Group Ltd., Northbridge Financial Corporation, Northbridge General Insurance Corporation, Fairfax (US) Inc., Odyssey US Holdings Inc., Odyssey Group Holdings, Inc., Odyssey Reinsurance Company, Crum & Forster Holdings Corp., United States Fire Insurance Company, The North River Insurance Company, 1102952 B.C. Unlimited Liability Company, Allied World Assurance Company Holdings, Ltd, Allied World Assurance Company Holdings I, Ltd, Allied World Assurance Company, Ltd, Allied World Assurance Holdings (Ireland) Ltd, Allied World Assurance Holdings (U.S.) Inc., Allied World Insurance Company, AW Underwriters Inc., Allied World Specialty Insurance Company.

21


 

(5)

As of December 31, 2019, based on information provided in a Schedule 13G/A filed with the SEC on February 5, 2020 by BlackRock, Inc. (“BlackRock”), BlackRock reported that it has sole voting power with respect to 1,295,006 shares of our common stock and sole power to dispose of, or direct the disposition of, 1,326,554 shares of our common stock. The address for BlackRock is 55 East 52nd Street, New York, NY 10055.

(6)

As of December 31, 2019, based on information provided in Schedule 13G/A filed with the SEC on February 12, 2020 by The Vanguard Group (“Vanguard”), Vanguard reported sole voting power with regard to 39,382 shares, shared voting power with respect to 1,269, sole dispositive power with respect to 947,872 shares of our common stock and shared dispositive power with respect to 37,574, shares of our common stock. Based on the Schedule 13G/A, the Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 36,305 shares of our common stock as a result of its serving as investment manager of collective trust accounts and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 4,346 shares of our common stock as a result of its serving as investment manager of collective trust accounts. The address for Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.

(7)

As of December 31, 2019, based on information provided in Schedule 13G/A filed with the SEC on February 13, 2020 by Systematic Financial Management, L.P. (“Systematic”), Systematic reported sole voting power with respect to 593,572 shares of our common stock and sole dispositive power with respect to 972,407 shares of our common stock. The address for Systematic is 300 Frank W. Burr Blvd., Glenpointe East, 7th Floor, Teaneck, NJ 07666.

Delinquent Section 16(a) Reports

Directors, officers and persons who beneficially own more than 10% of our common stock are required by Section 16(a) of the Exchange Act of 1934, as amended (the “Exchange Act”) to file reports of ownership and changes in ownership of our common stock with the SEC, the NASDAQ, and us. To the our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the 2020 fiscal year, all Section 16(a) filing requirements applicable to directors, executive officers and greater than ten percent beneficial owners were complied with by such persons, except for late Form 4s to report shares surrendered for taxes in connection with the vesting of RSAs, which were filed on November 22, 2019 for the following individuals: Mr. Oxley (for RSAs that vested on July 19, 2019, July 20, 2019 and August 25, 2019), Mr. Povlin (for RSAs that vested on July 19, 2019, July 20, 2019 and August 25, 2019) and Mr. May (for RSAs that vested on July 19, 2019).

 

22


 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following are summaries of certain transactions, arrangements and relationships with certain of our directors, executive officers or stockholders owning 5% or more of our outstanding common stock.

Compensation Programs

We have entered into certain compensation plans to provide payments to certain of our service providers (including our named executive officers and certain of our non-employee directors) as described under the section titled “Executive Compensation.”

Crest Related Party Transactions

In connection with the operations of Crest, the Company made rental payments to Crest Marine Real Estate LLC (“Real Estate”) for a manufacturing facility, storage and office building (the “Crest Facility”). One of the minority owners of Real Estate is a member of the Crest management team. The lease was to expire on September 30, 2028, and was subject to four consecutive, five-year renewal periods. The lease terms included an option for the Company to purchase the Crest Facility for an amount equal to its fair market value, as determined by appraisals and negotiation between the Company and Real Estate (the “Purchase Option”). The annual rent under the lease was $0.3 million for the first five years of the lease term, and was to increase to $0.4 million for the remaining five years. Additionally, at the beginning of each of the optional renewal terms the rent was to be adjusted based on the change in the Consumer Price Index. In accordance with the Purchase Option, on October 24, 2019 the Company purchased the Crest Facility for $4.1 million.

Crest purchases fiberglass component parts from a supplier whose minority owner was the same member of the Crest management team that has a minority ownership interest in Real Estate. On January 31, 2020 this minority ownership interest was divested and this supplier ceased being a related party. During the period beginning July 1, 2019 and ending January 31, 2020, the Company purchased $1.8 million of products from the supplier.

Our Policy Regarding Related Party Transactions

Our Board has adopted a written related party transaction policy setting forth the policies and procedures for the review and approval or ratification of related party transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation
S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 in any fiscal year and a related party had, has or will have a direct or indirect material interest, including without limitation, purchases of goods or services by or from the related person or entities in which the related party has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related party. In reviewing and approving any such transactions, our Audit Committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related party’s interest in the transaction.

 

23


 

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

Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm.

Changes in Independent Registered Public Accounting Firm

On September 26, 2019, the Audit Committee approved the dismissal of BDO LLP (“BDO”) as the Company’s independent registered public accounting firm. The Company notified BDO of its decision on September 26, 2019.

The reports of BDO on the Company’s consolidated financial statements for the fiscal years ended June 30, 2019, 2018 and 2017 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended June 30, 2019, 2018 and 2017, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with BDO on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BDO would have caused BDO to make reference thereto in its reports on the consolidated financial statements for such years. During the fiscal years ended June 30, 2019, 2018 and 2017, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided BDO with a copy of the disclosures made in a Current Report on Form 8-K (the “Report”) prior to the time the Report was filed with the SEC and requested that BDO furnish the Company with a copy of its letter addressed to the SEC stating whether or not BDO agrees with the statements made by the Company therein, and, if not, stating the respects in which it does not agree. The Letter from BDO to the SEC dated as of September 26, 2019, was filed in our Current Report on Form 8-K on September 27, 2019 and is incorporated therein by reference.

Information regarding fees paid to BDO as the Company’s independent registered public accounting firm for fiscal year 2019 is set out below in “Fees Billed by Independent Registered Public Accounting Firms.”

Engagement of Deloitte & Touche LLP

On September 26, 2019, the Audit Committee approved the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s new independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal year ending June 30, 2020.

During the fiscal years ended June 30, 2020 and 2019, neither the Company, nor anyone on its behalf, consulted Deloitte regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Deloitte that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

The Audit Committee believes that the retention of Deloitte as our independent registered public accounting firm is in the best interest of the Company and our stockholders, and we are asking our stockholders to ratify the selection of Deloitte as our independent registered public accounting firm for fiscal 2021.

Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Deloitte to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm and as a matter of good corporate practice. In the event that our stockholders fail to ratify the appointment, it will be considered as a direction to the Board 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 stockholders.

The Board recommends that you vote FOR the ratification of the appointment of Deloitte as our independent registered public accounting firm.


24


 

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 year 2020, the scope and results of their audit engagement. In connection with the audit for the fiscal year ended June 30, 2020, 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 the fiscal year ended June 30, 2020;

 

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. 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, 2020.

Submitted by the Audit Committee:

Donald C. Campion

Roch Lambert

Peter G. Leemputte

25


 

FEES BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

We were billed for professional services provided with respect to fiscal 2019 by BDO, which served as the Company’s independent registered public accounting firm for fiscal 2019 and Deloitte, which served as the Company’s independent registered accounting firm for fiscal 2020. The following table sets forth the aggregate fees billed during the fiscal years ended June 30, 2020 and June 30, 2019:

 

DELOITTE

 

 

Fiscal Year

2020

 

 

Fiscal Year

2019

 

Audit Fees (1)

 

$

685,000

 

 

$

 

All other Fees(2)

 

$

1,895

 

 

 

 

Total

 

$

686,895

 

 

$

 

 

 

(1)

Audit fees represent fees billed or accrued for professional services rendered for the audit of MasterCraft Boat Holdings, Inc.'s  annual financial statements and review of the interim condensed consolidated financial statements included in quarterly filings and services that are normally provided by Deloitte  in connection with statutory and regulatory filings or engagements.

 

(2)

Other fees billed by Deloitte are for access to Deloitte's accounting research tools and subscription services.

 

BDO

 

 

Fiscal Year

2020

 

 

Fiscal Year

2019

 

Audit Fees(3)

 

$

140,000

 

 

$

821,000

 

 

 

 

 

 

 

 

 

 

Total

 

$

140,000

 

 

$

821,000

 

 

 

(3)

Audit fees for fiscal year 2020 relate to their consent on fiscal year 2020 audit.  Audit fees for fiscal year 2019 represent fees billed or accrued for professional services rendered for the audit of MasterCraft Boat Holdings, Inc.'s  consolidated annual financial statements and review of the interim condensed consolidated financial statements included in quarterly filings and services that are normally provided by BDO in connection with statutory and regulatory filings or engagements.

Audit Fees include fees for services rendered for the audit of our annual financial statements and the review of the interim financial statements. Audit fees also include fees associated with the review of filings made with the SEC.

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.

 

26


 

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—Continuing Directors with Terms Expiring at the 2021 or 2022 Annual Meetings.”

The other executive officers as of the date of this Proxy Statement are:

Timothy M. Oxley, 61, 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. He is responsible for the Company’s internal controls and policies. Mr. Oxley has actively led MasterCraft’s debt refinancing process and also leads the Company’s forecasting and budgeting process. Mr. Oxley has 30 years of experience in the boating industry, including 14 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).

George Steinbarger, 40, currently serves as our Chief Revenue Officer, having previously held the role of Vice President of Business Development. Prior to joining the company in May 2018, 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. 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.

Patrick May, 60, currently serves as the President of Crest, which we acquired in October 2018. Before MasterCraft’s acquisition of Crest, Mr. May served as Chief Operating Officer and Chief Financial Officer of Crest since its inception in April 2010. In his current capacity, Mr. May oversees sales, marketing, finance, product development and manufacturing activities at Crest. Prior to Crest, Mr. May was President of Woodward Capital Advisors, a private investment banking firm he co-founded in Birmingham, Michigan where he spent fifteen years specializing in mergers and acquisitions serving a diverse corporate middle market clientele. Mr. May began his career as a lending officer at Bank of America. He obtained his Bachelors of Science degree in Public Administration from Ferris State University in 1982.

Scott Womack, 51, was appointed President of NauticStar Boats, LLC (“NauticStar”) on August 3, 2020. Mr. Womack has served in a variety of leadership positions with large automotive suppliers and brings 27 years of manufacturing and global operations experience. He joins NauticStar from Autoneum Holdings AG (“Autoneum”) where he oversaw five manufacturing sites as Vice President of U.S. Operations. Prior to joining Autoneum, Womack served as Chief Operating Officer at Varroc Lighting Systems where he oversaw 15 manufacturing sites in six countries.

 

 

27


 

EXECUTIVE COMPENSATION

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 current chief executive officer, former chief executive officer and our two next highest paid executive officers during fiscal year 2020 (collectively, the “named executive officers”), as presented in the tables which follow this discussion.

The Company’s named executive officers during fiscal year 2020 are set forth in the table below:

 

 

 

Named

Executive Officer

Position During Fiscal Year 2020

Frederick A. Brightbill

CEO and Chairman of the Board

Timothy M. Oxley

Chief Financial Officer, Treasurer and Secretary

Terry McNew

Former Chief Executive Officer

Jay S. Povlin

Former President, NauticStar

 

This discussion contains statements regarding our performance targets and goals, with respect to performance metrics including revenue, Adjusted EBITDA, Adjusted EBITDA Margin 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 and Adjusted EBITDA Margin are non-GAAP financial measures. See “Appendix A—Reconciliation of Non-GAAP Measures” below for a reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin 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, consumer satisfaction index score, and inventory turnover.

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 stockholders. 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 stockholders and allow our executives to share in our stockholders’ success.

 

Create a 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.

28


 

Industry Peer Group

To assist the Compensation Committee in aligning the compensation of our executive officers with market practices, our Compensation Committee reviewed a peer group composed of the 15 companies described below to ensure that our executive compensation remains within a reasonable range of the peer median.

 

Fiscal Year 2020 Peer Group

American Outdoor Brands Corporation

Marine Products Corporation

Callaway Golf Company

Motorcar Parts of America, Inc.

Clarus Corporation

National Presto Industries, Inc.

Fox Factory Holding Corp.

Nautilus, Inc.

iRobot Corporation

Spartan Motors, Inc.

Johnson Outdoors Inc.

Sturm, Ruger & Company, Inc.

Malibu Boats, Inc.

Twin Disc, Incorporated

MarineMax, Inc.

 

 

Compensation Best Practices

 

 

 

 

 

What We Do

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

 

Rigorous measures tied to Company Revenue, Adjusted EBITDA Margin, Strategic Metrics, Total Shareholder Return and Cumulative Adjusted EPS

Aggressive annual Revenue and Adjusted EBITDA targets

Compensation Committee composed solely of independent directors

Appropriate mix of short-term and long-term incentives

Additional rigorous individual performance objectives considered for each executive

 

Annual cash incentives for named executive officers limited to 200% of Target for financial and strategic performance metrics

 

Meaningful stock ownership guidelines for certain executive officers and directors

Robust clawback policy for incentive compensation paid to our named executive officers

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

 

What We Don’t Do 

×

Provide incentives that encourage excessive executive risk-taking

 

×

Allow hedging or short sales

×

Gross up excise taxes that may become due upon a change in control

×

Guarantee incentive awards for executives

 

29


 

Elements of our Compensation Program

The primary elements of our fiscal year 2020 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 year 2020 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 stockholders 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

 

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 initial base salaries of our named executive officers are set forth in each such executive’s employment agreement or offer letter, as applicable.

The base salaries set forth in the applicable agreements with 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

 

$

700,000

 

Timothy M. Oxley

 

$

300,000

 

Terry McNew

 

$

500,000

 

Jay S. Povlin

 

$

300,000

 

 

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.

 

 

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. While the Compensation Committee primarily bases annual cash incentive awards on performance against the targets for the year, it also considers a variety of other factors, including established individual performance objectives for each executive such as operational achievements, financial performance and market share gains for specific business divisions and segments, dealer inventories, warranty expenses and marketing objectives.

The target criteria and actual fiscal year 2020 results for Total Company Revenue, Adjusted EBITDA, Marketing and NauticStar are as follows:

 

 

 

 

 

 

 

Target

 

 

 

 

 

 

 

 

 

 

Metrics

 

Weighting

 

 

Minimum

 

Maximum

 

Results

 

 

Percentage

Payout

Attained

 

 

Achievement

Financial Metrics (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

28%

 

 

$400.0 million

 

$600.0 million

 

$ 363.1 million

 

 

 

 

 

Below minimum target

Adjusted EBITDA(2)

 

42%

 

 

$57.2 million

 

$81.7 million

 

$ 44.3 million

 

 

 

 

 

Below minimum target

Strategic Metrics (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketing improvements

 

15%

 

 

 

 

 

 

83.3%

 

 

12.5%

 

 

Partial attainment

NauticStar improvements

 

15%

 

 

 

 

 

 

61.9%

 

 

9.3%

 

 

Partial attainment

Total (Blended result)

 

 

 

 

 

 

 

 

 

 

 

 

 

21.8%

 

 

 

 

(1)

Financial metrics represent 70% 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 30% of the bonus opportunity.

The table below sets forth the threshold, target and maximum percentages of base salary for awards under the 2020 STIP, together with the achievement and actual bonus levels paid to our NEOs, 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

 

 

200% of base

salary

 

 

21.8%

 

 

21.8%

 

 

21.8%

 

 

$

88,216

 

Timothy M. Oxley

 

15% of base

salary

 

 

50% of base

salary

 

 

100% of base

salary

 

 

21.8%

 

 

21.8%

 

 

21.8%

 

 

$

32,702

 

Terry McNew(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jay S. Povlin(2)

 

15% of base

salary

 

 

50% of base

salary

 

 

100% of base

salary

 

 

21.8%

 

 

0%

 

 

0%

 

 

$

 

31


 

 

(1)

Mr. McNew resigned from the Company in October 2019, and therefore was not eligible to participate in the 2020 STIP.

(2)

Management determined not to award Mr. Povlin a payout under the 2020 STIP based on the results of the NauticStar segment.

Long-Term Equity Incentive Compensation

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

Long-Term Incentive Plan (“LTIP”) awards are granted to our executive officers annually under our Amended and Restated MasterCraft Boat Holdings, Inc. 2015 Incentive Award Plan. In order to balance performance and retention incentives, during the fiscal year 2020, LTIP awards consisted of 50% restricted stock awards (“RSAs”) and 50% performance stock units (“PSUs”). The Compensation Committee believes that RSAs promote an “ownership” culture, align executives’ interests with those of our stockholders and provide retention incentives for our executive officers, while PSUs act as an additional tool for linking individual interests of our executive officers to those of our stockholders.

RSAs vest annually in three equal installments beginning on the first anniversary of the grant date, subject to the executive officer’s continued employment.

Shares subject to PSUs are earned based upon the Company’s performance, over a three-year period, measured by an increase in Adjusted EBITDA Margin (for awards granted prior to fiscal year 2018) and cumulative adjusted earnings per share (for awards granted in fiscal year 2019 and 2020), in each case subject to a potential adjustment based upon the application of a total stockholder return (“TSR”) modifier and subject to the executive officer’s continued employment with the Company. At the end of the three-year performance period, the Compensation Committee determines the actual number of shares the individual will receive based on achievement of the established performance goals and the TSR modifier.

Results for the 2018 – 2020 performance period for awards granted in fiscal 2018 are set forth in the table below.

 

Performance Metric

 

Target

 

 

Results

 

 

Achievement

 

Relative TSR Level

 

Relative

TSR

Modifier

 

Adjusted EBITDA Margin(1)

 

16.9%

 

 

16.1%

 

 

Between minimum and target

 

25th Percentile or less

 

-20.0%

 

Payout%

 

100.0%

 

 

84.3%

 

 

Between minimum and target

 

50th Percentile

 

No adjustment

 

TSR Modifier

 

 

 

 

 

107.2x

 

 

 

 

75th Percentile

 

20.0%

 

Calculated Payout(2)

 

 

 

 

 

90.4%

 

 

 

 

90th Percentile or greater

 

30.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

59th Percentile (Actual)

 

7.2%

 

 

(1)

Three-year cumulative Adjusted EBITDA Margin for fiscal years 2018, 2019 and 2020.

(2)

Awards earned give effect to certain adjustments to account for acquisitions made during the performance period.

The table below sets forth the shares earned by our named executive officers in fiscal year 2020 for the fiscal 2018–2020 performance period:

 

Named Executive Officer

 

Shares

Subject to

PSUs

Granted in

Fiscal 2018

 

 

Shares

Earned

 

 

Shares

Earned as a

Percentage of

Target

 

Frederick A. Brightbill

 

 

 

 

 

 

 

 

 

Timothy M. Oxley

 

 

3,454

 

 

 

3,122

 

 

90.4%

 

Terry McNew(1)

 

 

10,729

 

 

 

 

 

 

 

Jay S. Povlin

 

 

2,598

 

 

 

2,348

 

 

90.4%

 

 

 

(1)

Mr. McNew’s PSUs were cancelled in connection with his resignation.

32


 

For the fiscal year 2021, the Compensation Committee will again utilize a 50% RSA and 50% PSU mix of LTIP awards. The RSAs will vest annually in three equal installments beginning on the first anniversary of the grant date, subject to the executive officer’s continued employment. Shares subject to PSUs are again earned based on the Company’s performance over a three-year period, measured by an increase in a cumulative adjusted earnings per share metric, subject to a TSR modifier and the executive officer’s continued employment with the Company. At the current point in the evolution of the Company, the Compensation Committee believes the adjusted earnings per share metric further aligns executive compensation with stockholder interests.

2020 Supplemental PSUs

On July 16, 2020, after consulting with outside compensation advisors and outside legal counsel, reviewing market data and benchmarking expected relative compensation to the market data, the Compensation Committee made the decision to grant additional PSUs under the LTIP Program to certain of the Company’s officers, including its named executive officers (the “Supplemental PSUs”). The “Performance Period” for the Supplemental PSUs is a two-year period commencing July 1, 2020 and ending June 30, 2022.

As noted above, the Compensation Committee did not use discretion to alter payouts due under the 2020 STIP or for the 2018-2020 performance period of the LTIP.  Looking ahead, the Compensation Committee believed the loss of two years of PSU awards would likely harm motivation, morale and performance, which would not be beneficial to the Company or its stockholders.  The Compensation Committee granted these Supplemental PSUs to attract and motivate key employees whose existing fiscal 2019 and fiscal 2020 PSU grants (the “Existing PSUs”) were unlikely to achieve minimum performance goals due to the unprecedented effects of the current and ongoing COVID-19 pandemic. In addition, the Supplemental PSU grant aligns management with the objectives of stockholders and acts as a retention incentive.

The Compensation Committee’s commitment to sound and stockholder-friendly practice was important when designing the Supplemental PSUs.  To that end, the Supplemental PSUs are capped at 90% of the Existing PSUs original fair value, and would be reduced for any shares issuable upon satisfaction of the performance criteria pursuant to the Existing PSUs.

The number of Supplemental PSUs that a grantee earns for the performance period will be determined by multiplying the target award by the product of (i) the Composite Payout Percentage and (ii) the Relative TSR Modifier. The “Composite Payout Percentage” is calculated based on the Company’s Total Market Share Percentage, Total CSI Percentage and Total Dealer Inventory Turnover Percentage (each as defined in the Supplemental PSU Award Agreement). Following the determination of the Company’s achievement with respect to the Composite Payout Percentage over the Performance Period, the vesting of each award will be subject to adjustment based upon the application of Relative TSR Modifier. Depending on Company TSR relative to Performance Comparison Group TSR (as defined in the Supplemental PSU Award Agreement), the number of Supplemental PSUs subject to vesting pursuant to each award can be modified as follows:

 

Named Executive Officer

 

Relative TSR

Modifier

 

25th percentile or less

 

-20%

 

50th percentile

 

0%

 

75th percentile or greater

 

20%

 

 

The table below sets forth the number of PSUs awarded to the Company’s named executive officers by the Committee:

 

Named Executive Officer

 

Supplemental

PSUs

Granted in

Fiscal

2021

 

Frederick A. Brightbill

 

 

16,222

 

Timothy M. Oxley

 

 

7,584

 

Jay S. Povlin(1)

 

 

5,516

 

 

(1)

Supplemental shares granted to Mr. Povlin were canceled in connection with his departure.

 

Employee Benefits and Perquisites

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

33


 

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

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

Executive Stock Ownership Policy

The Company has established stock ownership and retention guidelines in order to further align the long-term interests of our executive officers with those of our stockholders. Our stock ownership guidelines require our CEO and CFO to own shares of the Company’s common stock having an aggregate value equal to six times and three times their respective annual base salaries within five years of being appointed. As of this proxy, our CFO owns 3.5 times his annual base salary.  Our CEO owns 1.8 times his annual base salary and has made significant progress given his recent hire date of December 2019.

No Tax Gross Ups

Except for life insurance and certain living expenses, we do not make gross up payments to cover our named executive officers’ personal income taxes that may pertain to any of the compensation or perquisites paid or provided by the Company.

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

Insider Trading Policy Prohibition on Hedging and Pledging

We have adopted an insider trading compliance policy (effective as of the effective date of our initial public offering), which prohibits the hedging and pledging of our securities by our directors and officers. None of our executive officers or directors holds any of our stock subject to a hedge or pledge.

Clawback Policy

We have adopted a claw-back policy. Under this policy, the Company may seek to recover or cause to be forfeited any or all performance-based compensation received by employees and directors of the Company, including the named executive officers, in the event of restatement of the Company’s financial statements resulting in whole or in part from the fraud or intentional misconduct of such employees or directors.  

34


 

Summary Compensation Table

The following table sets forth information concerning the total compensation awarded to, earned by or paid to the named executive officers for fiscal years ended June 30, 2019 and June 30, 2020, calculated in accordance with SEC rules and regulations.

 

Name and Principal Position*

 

Year

 

Salary

($)

 

 

Bonus

($)

 

 

Stock

awards

($)(1)

 

 

Option

awards

($)(1)

 

 

Non-equity

incentive

plan

compensation

($)(2)

 

 

All other

compensation

($)(3)

 

 

Total

($)

 

Frederick A. Brightbill(4)

 

2020

 

 

456,923

 

 

 

 

 

 

606,986

 

 

 

 

 

 

104,216

 

 

 

18,177

 

 

 

1,186,302

 

CEO and Chairman of the

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Board

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timothy M. Oxley

 

2020

 

 

300,000

 

 

 

 

 

 

180,000

 

 

 

 

 

 

32,702

 

 

 

15,673

 

 

 

528,375

 

Chief Financial Officer,

 

2019

 

 

300,000

 

 

 

 

 

 

180,000

 

 

 

 

 

 

162,000

 

 

 

13,462

 

 

 

655,462

 

Treasurer and Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Terry McNew

 

2020

 

 

182,692