MasterCraft Boat (MCFT) Proxy Filing summary

Executive summary

• Fiscal 2024 was marked by significant leadership transitions, including the appointment of a new CEO and Chairman, and strategic actions to streamline the brand portfolio and optimize profitability and cash flow.

• The company launched a new luxury pontoon brand, Balise, and divested the Aviara brand and its manufacturing plant to focus on core brands and growth initiatives.

• Net sales reached $366.6 million, with adjusted EBITDA of $32.9 million, and $16.3 million was spent on share repurchases.

• The company maintained a strong focus on inventory management, dealer health, and capital allocation to position for future growth.

Voting matters and shareholder proposals

• Shareholders are asked to elect eight directors, ratify Deloitte & Touche LLP as the independent auditor for fiscal 2025, approve the Second Amended and Restated 2015 Incentive Award Plan, and approve executive compensation on an advisory basis.

• The board recommends voting in favor of all proposals.

• Shareholders may submit proposals and director nominations for the 2025 annual meeting according to specified deadlines and procedures.

Board of directors and corporate governance

• The board consists of eight members, seven of whom are independent, with diverse backgrounds and an average tenure of 5.3 years.

• The roles of CEO and Chairman are separated, with Roch Lambert serving as independent Chairman.

• The board has Audit, Compensation and Human Capital, Nominating and Corporate Governance, and Strategy Committees, all composed of independent directors.

• Directors are elected annually, and a majority vote standard with a resignation policy is in place.

• The company emphasizes board diversity, with three female directors and one racially/ethnically diverse director.