MasterCraft Boat (MCFT) Proxy Filing summary

Executive summary

• Fiscal 2024 was marked by industry headwinds, but the company exceeded expectations in key areas, including inventory management, strategic initiatives, and capital returns to shareholders.

• Leadership transitioned smoothly with Bradley M. Nelson appointed CEO and Roch Lambert as Chairman, following Frederick A. Brightbill’s retirement.

• Strategic moves included launching the Balise luxury pontoon brand and divesting the Aviara brand and plant to focus on core brands and optimize resources.

• Sustainability efforts included significant waste reduction, improved employee safety metrics, and community partnerships.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors for a one-year term, ratify Deloitte & Touche LLP as auditor for fiscal 2025, approve the Second Amended and Restated 2015 Incentive Award Plan, and provide an advisory vote on executive compensation.

• The board recommends voting in favor of all proposals.

• Shareholder proposals for the 2025 meeting must be submitted by May 26, 2025, with specific bylaw requirements for nominations and other business.

Board of directors and corporate governance

• The board is fully declassified, with all directors elected annually; seven of eight directors are independent.

• Board diversity includes three women and one racially/ethnically diverse member; average tenure is 5.3 years.

• CEO and Chairman roles are separated; the board has Audit, Compensation & Human Capital, Nominating & Corporate Governance, and Strategy Committees.

• Directors are selected for diverse skills, experience, and backgrounds aligned with strategic needs.

• Director compensation includes cash, restricted stock, and a boat usage program, with stock ownership guidelines in place.