SEC Form DEF 14A filed by Malibu Boats Inc.

9/19/24 4:32:43 PM ET

$MBUU

Marine Transportation

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

MALIBU BOATS, 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 all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

5075 Kimberly Way

Loudon, Tennessee 37774

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS

To Be Held on October 23, 2024

Date

Time

Record Date

Location

Wednesday, October 23, 2024

8:00 a.m., Central Time

August 30, 2024

Grand Hyatt DFW, 2337 S International Parkway, Dallas, Texas 75261

To the Stockholders of Malibu Boats, Inc.:

Notice is hereby given that the 2024 annual meeting of stockholders (the “Annual Meeting”) of Malibu Boats, Inc. will be held at the Grand Hyatt DFW, 2337 S International Parkway, Dallas, Texas 75261, on Wednesday, October 23, 2024, at 8:00 a.m., Central Time, for the following purposes:


1			To elect to the Board of Directors the three (3) nominees named in the attached Proxy Statement to serve until the Company’s 2027 annual meeting of stockholders and until their successors are duly elected and qualified;
2			To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025;
3			To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers;
4			To approve the Company's 2024 Performance Incentive Plan; and
5			To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Only stockholders of record of the Company’s Class A common stock and Class B common stock as of the close of business on August 30, 2024 are entitled to notice of, and to vote at, the Annual Meeting and any postponements or adjournments thereof.

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders: This Proxy Statement and our 2024 Annual Report on Form 10-K are available on the Internet at http://materials.proxyvote.com/56117J.



Malibu Boats, Inc.	i	2024 Proxy Statement



						Your vote is important to us. You may vote your shares by proxy or in person. We urge you to vote by proxy even if you plan to attend the meeting. If you attend the Annual Meeting and vote in person, your proxy will not be used.



			PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY CARD OR SUBMIT YOUR PROXY USING THE INTERNET. Use of the enclosed envelope requires no postage for mailing in the United States.


			By Order of the Board of Directors,

			Matthew Googe
			General Counsel and Secretary

Loudon, Tennessee

September 19, 2024



Malibu Boats, Inc.	ii	2024 Proxy Statement

5075 Kimberly Way

Loudon, Tennessee 37774

PROXY STATEMENT

The Board of Directors (the “Board”) of Malibu Boats, Inc. solicits your proxy for the 2024 annual meeting of stockholders (the “Annual Meeting”) to be held at 8:00 a.m., Central Time, on Wednesday, October 23, 2024 at the Grand Hyatt DFW, 2337 S International Parkway, Dallas, Texas 75261, and at any and all postponements or adjournments of the Annual Meeting.

The proposals to be voted on at the Annual Meeting are set forth in the accompanying Notice of Annual Meeting of Stockholders and are described in this Proxy Statement. Stockholders also will transact any other business, not known or determined as of the date of this Proxy Statement, that properly comes before the meeting. The Board knows of no such other business to be presented as of the date of this Proxy Statement.

When you submit your proxy, you will authorize the proxy holders — Bruce Beckman, our Chief Financial Officer, and Matt Googe, our General Counsel and Secretary— to represent you and vote your shares of common stock on these proposals at the meeting in accordance with your instructions. By submitting your proxy, you also authorize them to exercise discretionary authority to vote your shares on any other business that properly comes before the meeting, to vote your shares to adjourn the meeting, and to vote your shares at any postponement or adjournment of the meeting.

This Proxy Statement and the accompanying materials are first being sent or given to our stockholders on or about September 24, 2024.

A list of all stockholders entitled to vote at the Annual Meeting will be available for examination at our principal executive offices at 5705 Kimberly Way, Loudon, Tennessee 37774 for ten days before the Annual Meeting.

Unless otherwise expressly indicated or the context otherwise requires, in this Proxy Statement:

•we use the terms "Malibu Boats," the “Company,” “we,” “us,” “our” or similar references to refer (1) prior to the consummation of our initial public offering, or "IPO" on February 5, 2014, to Malibu Boats Holdings, LLC, or the LLC, and its consolidated subsidiaries and (2) after our IPO, to Malibu Boats, Inc. and its consolidated subsidiaries;

•we refer to the owners of membership interests in the LLC immediately prior to the consummation of the IPO, collectively, as our “pre-IPO owners”;

•we refer to owners of membership interests in the LLC (the "LLC Units"), collectively, as our “LLC members”;

•references to “fiscal year” refer to the fiscal year of Malibu Boats, which ends on June 30 of each year;

•we refer to our Malibu branded boats as "Malibu", our Axis Wake Research branded boats as "Axis", our Pursuit branded boats as "Pursuit", our Maverick, Cobia, Pathfinder and Hewes branded boats as "Maverick Boat Group", and our Cobalt branded boats as "Cobalt";

•we use the term “recreational powerboat industry” to refer to our industry group, which includes performance sport boats, sterndrive and outboard boats;

•we use the term “performance sport boat category” to refer to the industry category, consisting primarily of fiberglass boats equipped with inboard propulsion and ranging from 19 feet to 26 feet in length, which we believe most closely corresponds to (1) the inboard ski/wakeboard category, as defined and tracked by the National Marine Manufacturers Association, or NMMA, and (2) the inboard ski boat category, as defined and tracked by Statistical Surveys, Inc., or SSI;



Malibu Boats, Inc.	iii	2024 Proxy Statement

•we use the terms “sterndrive” and “outboard” to refer to the industry category, consisting primarily of sterndrive and outboard boats ranging from 20 feet to 40 feet, which most closely corresponds to the sterndrive and outboard categories, as defined and tracked by NMMA, and the sterndrive and outboard propulsion categories, as defined and tracked by SSI; in some instances, we provide market information based on specific boat lengths or boat types within the sterndrive or outboard categories to reflect our performance in those specific markets in which we offer products; and

•references to certain market and industry data presented in this Proxy Statement are determined as follows: (1) U.S. boat sales and unit volume for the overall powerboat industry and any powerboat category during any calendar year are based on retail boat market data from the NMMA; (2) U.S. market share and unit volume for the overall powerboat industry and any powerboat category during any fiscal year ended June 30 or any calendar year ended December 31 are based on comparable same-state retail boat registration data from SSI, as reported by the 50 states for which data was available as of the date of our Annual Report on Form 10-K.



						IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS This Proxy Statement and our 2024 Annual Report on Form 10-K are available on the Internet at http://materials.proxyvote.com/56117J.



Malibu Boats, Inc.	iv	2024 Proxy Statement

SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements. All statements other than statements of historical facts contained in this Proxy Statement are forward-looking statements, including statements regarding demand for our products and expected industry trends, our business strategy and plans, our prospective products or products under development, our vertical integration initiatives, our acquisition strategy and management’s objectives for future operations. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” the negative of these terms, or by other similar expressions that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions, involving known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Such factors include, but are not limited to: our large fixed-cost base; our ability to execute our manufacturing strategy; our ability to accurately forecast demand for our products; increases in the cost of, or unavailability of, raw materials, component parts and transportation costs; disruptions in our suppliers’ operations; our reliance on third-party suppliers for raw materials and components; our reliance on certain suppliers for our engines and outboard motors; climate events in areas where we operate; our ability to meet our manufacturing workforce needs; our dependence on key management employees and our ability to transition to a new Chief Executive Officer; our ability to grow our business through acquisitions and integrate such acquisitions to fully realize their expected benefits; our growth strategy which may require us to secure significant additional capital; our ability to enhance existing products and develop and market new or enhanced products; our ability to protect our intellectual property; compromises or disruptions to our network and information systems; risks inherent in operating in foreign jurisdictions; general economic conditions; the continued strength and positive perception of our brands; the sale of boats previously held in inventory by our former dealer, Tommy's Boats, increased consumer preference for used boats, alternative fuel-powered boats or the supply of new boats by competitors in excess of demand; the seasonality of our business; competition within our industry and with other activities for consumers’ scarce leisure time; changes in currency exchange rates; inflation and rising interest rates; our reliance on our network of independent dealers and increasing competition for dealers; the financial health of our dealers and their continued access to financing; our obligation to repurchase inventory of certain dealers; our exposure to risks associated with litigation, investigation and regulatory proceedings; an impairment in the carrying value of goodwill, trade names and other long-lived assets any failure to comply with laws and regulations including environmental, workplace safety and other regulatory requirements; covenants in our credit agreement governing our revolving credit facility which may limit our operating flexibility; our obligation to make certain payments under a tax receivable agreement; and any failure to maintain effective internal control over financial reporting or disclosure controls or procedures.

You should not rely on forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from those suggested by the forward- looking statements for various reasons, including those discussed under “Item 1A. Risk Factors” in our Form 10-K for the fiscal year ended June 30, 2024 filed with the Securities and Exchange Commission (the “SEC”) on August 29, 2024. Except as required by law, we assume no obligation to update forward-looking statements for any reason after the date of this Proxy Statement to conform these statements to actual results or to changes in our expectations.



Malibu Boats, Inc.	v	2024 Proxy Statement

TABLE OF CONTENTS


			Page
PROXY SUMMARY			1
INFORMATION ABOUT THE ANNUAL MEETING			10
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT			15
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS			19
Directors of the Company			19
Board Diversity			25
Executive Officers of the Company			26
CORPORATE GOVERNANCE			27
Corporate Governance Principles			27
Director Independence			27
Board Committees			29
Meetings and Attendance			32
Annual Board Evaluation			32
Board Leadership Structure			32
Risk Oversight			33
Policy on Hedging and Pledging			35
Executive Development and Succession Planning			35
Director Nomination Process			35
Code of Business Conduct and Code of Ethics			36
Stockholder Communications with the Board			36
Engagement with Stockholders			36
DIRECTOR COMPENSATION			37
COMPENSATION DISCUSSION AND ANALYSIS			40
Introduction			40
Summary of Fiscal 202 4 Compensation Decisions			41
Compensation Program Objectives			43
Role of the Compensation Committee			43
Role of the Compensation Consultant			43
Peer Companies			44



Malibu Boats, Inc.	vi	2024 Proxy Statement


			Page
The Role of the Stockholder Say-on-Pay Votes			44
Looking Forward			50
Material Elements of Compensation			45
Policy with Respect to Section 162(m)			51
COMPENSATION COMMITTEE REPORT			53
EXECUTIVE COMPENSATION			54
Summary Compensation Table			54
Employment Agreements			56
Grants of Plan-Based Awards			58
Description of Equity Awards			59
Outstanding Equity Awards at Fiscal Year-End			59
Option Exercises and Stock Vested Table			60

Potential Payments upon Termination or Change in Control			60
Compensation Committee Interlocks and Insider Participation			63
PAY VERSUS PERFORMANCE			70
CEO PAY RATIO DISCLOSURE			70
EQUITY COMPENSATION PLAN INFORMATION			71
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			72
AUDIT COMMITTEE REPORT			76
AUDIT INFORMATION			77
PROPOSAL 1 - ELECTION OF DIRECTORS			78
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			79
PROPOSAL 3 - APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION			80
PROPOSAL 4 - APPROVAL OF 2024 PERFORMANCE INCENTIVE PLAN			81
OTHER MATTERS			91
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2024 ANNUAL MEETING OF STOCKHOLDERS			92
ANNUAL REPORT TO STOCKHOLDERS			93
APPENDIX A - RECONCILIATION OF NON-GAAP FINANCIAL MEASURES			A-1

Loo



Malibu Boats, Inc.	vii	2024 Proxy Statement


Proposal		Board Recommendations	For More Information
1	The election to the Board of the three (3) nominees named in this Proxy Statement — James R. Buch, Steven D. Menneto and Peter E. Murphy — to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified	FOR	See page 78
2	The ratification of the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending June 30, 2025	FOR	See page 79
3	The approval, on a non-binding advisory basis, of our named executive officer compensation	FOR	See page 80
4	The approval of the Company's 2024 Performance Incentive Plan (the "2024 Plan")	FOR	See page 81


	% of Total Revenues
	Fiscal Year Ended June 30,
	2024		2023		2022
Malibu
Malibu	33.7	%	45.8	%	50.0	%
Axis
Saltwater Fishing
Pursuit	39.5	%	32.4	%	28.1	%
Maverick
Cobia
Pathfinder
Hewes
Cobalt
Cobalt	26.8	%	21.8	%	21.9	%


	Class A Common Stock Beneficially Owned (1)		LLC Units Beneficially Owned (1)		Class B Common Stock Beneficially Owned	Combined Voting Power (2)
Name of Beneficial Owner	Number	%	Number	%	Number	%
5% Stockholders
Capital World Investors (3)	1,649,000	8.3	—	—	—	8.1
American Century Investment Management, Inc. (4)	1,642,115	8.2	—	—	—	8.1
BlackRock, Inc. (5)	1,630,712	8.2	—	—	—	8.0
Macquarie Group Limited (6)	1,493,855	7.5	—	—	—	7.4
The Vanguard Group (7)	1,246,991	6.2	—	—	—	6.1
Malibu Boats, Inc. (8)	—	—	19,990,707	98.4	—	—
Directors and Named Executive Officers
Steven D. Menneto(9)	—	—	—	—	—	—
Jack D. Springer (10)	321,760	1.6	5,000	*	1	1.6
Ritchie L. Anderson (11)	101,089	*	2,412	*	1	*
Bruce W. Beckman (12)	—	—	—	—	—	—
David S. Black (13)	408	*	—	*	—	*
Michael K. Hooks (14)	74,504	*	12,500	*	1	*
James R. Buch (15)	30,611	*	—	—	—	*
Ivar S. Chhina (16)	30,611	*	—	—	—	*
Michael J. Connolly (17)	51,301	*	—	—	—	*
Mark W. Lanigan (18)	73,951	*	25,136	*	1	*
Joan M. Lewis (19)	10,258	*	—	—	—	*
Peter E. Murphy (20)	31,311	*	—	—	—	*
John E. Stokely (21)	30,611	*	—	—	—	*
Nancy M. Taylor (22)	3,556	*	—	—	—	*
Current Directors and Executive Officers as a group (12 persons) (23)	437,803	2.2	40,048	*	3	2.4


Name	Age	Principal Position
Michael K. Hooks	62	Chairman of the Board
Steven D. Menneto	59	Chief Executive Officer and Director
James R. Buch	70	Director
Ivar S. Chhina	61	Director
Michael J. Connolly	58	Director
Mark W. Lanigan	64	Director
Joan M. Lewis (1)	58	Director
Peter E. Murphy	61	Director
John E. Stokely	71	Director
Nancy M. Taylor	64	Director



			Michael K. Hooks Chairman of the Board and Director


			Mr. Hooks has served as the Chair of our Board since February 2014. For an interim period after the departure of our former Chief Executive Officer in 2024, Mr. Hooks served as Executive Chair of the Board from February 2024 to August 2024 and a member of the Office of Chief Executive Officer from May 2024 to August 2024. Mr. Hooks was a director of the LLC from May 2006 until our recapitalization in connection with the IPO in February 2014. He is a co-founder and has been managing partner of Westhook Capital LLC since 2017, and he is a co-founder and has been a managing director of Black Canyon Capital LLC since 2004. Previously, Mr. Hooks was a co-head of the Los Angeles office of Credit Suisse First Boston and a managing director in the Los Angeles office of Donaldson, Lufkin & Jenrette. He previously served on the boards of directors of Metco Landscape Holdings, LLC, JDC Healthcare Management, Saunders & Associates, TASI Holdings, Virgin America, Logan’s Roadhouse and Switchcraft, as well as the Supervisory Board of Pfeiffer Vacuum Technology, at the time a public company listed on the New York Stock Exchange. Mr. Hooks received a degree in Economics from Princeton University and an M.B.A. with distinction from the Wharton School of Business. Based on his extensive experience as an investment banker advising companies on their financing and strategic alternatives, his experience as a private equity manager working with companies and their management teams to grow and improve their businesses, and his deep knowledge of Malibu Boats, Inc. given his initial tenure as a board member of the LLC, we believe Mr. Hooks is qualified to serve on the Board.



			Steven D. Menneto Chief Executive Officer and Director


			Mr. Menneto became our Chief Executive Officer and a member of our Board in August 2024. He served in various positions at Polaris, Inc., a manufacturer of powersports vehicles, since 1997, most recently as President of the Off Road Vehicle Division from December 2019 to July 2024. From May 2009 to December 2019, Mr. Menneto was President of the Motorcycle Division of Polaris, and prior to May 2009, he held various roles in sales at Polaris. Mr. Menneto previously served on the board of directors of Polaris Acceptance Inc., a floor plan financing joint venture with Wells Fargo Bank, N.A., and Motorcycle Industry Council, a not-for-profit trade association. Mr. Menneto received a B.S. in Business Administration from Northeastern University and received an M.B.A. from Rensselaer Polytechnic Institute. Based on his extensive experience as a senior executive of a manufacturer focused on the outdoor sports industry, we believe Mr. Menneto is qualified to serve on the Board.



			James R. Buch Director


			Mr. Buch has been a member of our Board since February 2014. Now retired, he held the position of chief executive officer of UMA Enterprises, Inc., which is a private company and one of the largest distributors of home décor products in North America, from May 2017 through September 2019. From 2012 to 2016, he served as president and chief executive officer of Lynx Grills, a manufacturer of grills and outdoor kitchen products for residential consumers. In 2011 and 2012, Mr. Buch was interim president and chief executive officer of Sunbrite TV, a manufacturer of high-definition televisions, and he was a consultant and operating advisor to various private equity and investment firms from 2008 to 2010, assisting businesses on multiple fronts, including growth strategies, restructuring and business model assessment. Mr. Buch has also served and continues to serve on board and advisory councils for a number of private and nonprofit organizations. He received a bachelor’s degree and an M.B.A. from California State University-Fullerton. Based on his extensive leadership and advisory experience with manufacturers of consumer products, we believe Mr. Buch is qualified to serve on the Board.



			Ivar S. Chhina Director


			Mr. Chhina has been a member of our Board since February 2014. Now retired, from 2009 to 2011, he served as the chief financial officer and executive vice president for Recreational Equipment, Inc. (REI), a national retailer of outdoor recreational equipment and apparel, and previously served on REI’s board from 2006 to 2009, where he was chair of its audit and finance committee as well as board vice chair. From 2001 to 2007, Mr. Chhina was chairman and chief executive officer, and previously chief operating officer and chief restructuring officer of Interdent, Inc., a health care services company. From 1991 to 2001, Mr. Chhina held senior executive, finance and operational roles with several portfolio companies of Mehta & Company, a private equity firm for which he was an operating partner and is currently a venture partner. Mr. Chhina also currently serves on the boards of directors and as chair of the audit committees for Sage Dental Management LLC, Femwell Group Health LLC, and Walker Edison Holdco, and as a board observer for Evology LLC (dba Aptive Environmental), all of which are private companies; and as a board director for Agribank, FCB, a wholesale bank for the U.S. Farm Credit System, for which he also currently serves as chair of the audit committee. Previously, he held executive positions and/or board directorships with several companies, including as interim chief executive officer, and later as a director/advisor to the managing member of JDC Management LLC, on the board of directors of Lone Peak Holdings LLC, PPV Holding Company LLC, Troy Lee Designs Inc., Stat Health Holding LLC, DDP DMO Superholdings LLC, and Dimensional Dental Management LLC. He has also served on and chaired boards and committees of charitable and educational entities, including as a board director and member of the audit and finance committee of the Pacific Science Center, as a director and chair of the finance committee of the Washington chapter of The Nature Conservancy, and as a director, board chair and finance chair of Fort Mason Center. Mr. Chhina received an M.A. in international policy studies from the Middlebury College Monterey Institute and a dual B.A. in economics and political science from the University of Nevada Reno. We believe Mr. Chhina is qualified to serve on the Board based on his financial expertise, knowledge of the recreational products industry and extensive experience advising, operating and directing businesses across multiple industries.



			Michael J. Connolly Director


			Mr. Connolly has been a member of our Board since February 2014. He has been the chief executive officer of Fourth Street Capital, Inc., which manages a portfolio of retail, flex-industrial, warehouse and multifamily real estate holdings, since October 2021. He has been a founding partner of Breakaway Capital Management, LLC, a private investment fund manager which provided debt and structured equity capital to lower middle market companies, since 2015. From 2007 to 2013, he was a partner with Leonard Green & Partners, LP., a private equity firm. Previously, Mr. Connolly was an investment banker at UBS Securities, LLC, where he served as managing director and co-head of UBS’s Los Angeles investment banking office, and a senior vice president at Donaldson, Lufkin & Jenrette. He was previously on the board of Cascade Bancorp (Nasdaq: CACB), where he was the chairman of the board loan committee and member of the compensation and audit committees, and on the board of FP Holdings, LP, a private company and the parent company of the Palms Casino Resort. He is a member of the emeritus board of the Los Angeles Regional Food Bank. He received a bachelor’s degree from the University of California-Berkeley. Based on his extensive experience as an investment banker advising companies on their strategic alternatives and his experience as a private equity manager working with companies and their management teams to grow and improve their businesses, we believe Mr. Connolly is qualified to serve on the Board.



			Mark W. Lanigan Director


			Mr. Lanigan has been a member of our Board since February 2014. Mr. Lanigan was a director of the LLC from May 2009 until our recapitalization in connection with the IPO in February 2014. He was a co-founder and has been a managing director of Black Canyon Capital LLC since 2004. Mr. Lanigan has also been a consultant with Tailwind Capital, a private equity firm, since 2015. Mr. Lanigan was formerly a co-head of the Los Angeles office and a member of the Investment Banking Executive Board of Credit Suisse First Boston and head of the Los Angeles office of Donaldson, Lufkin & Jenrette. He also serves on the boards of directors of LRW Holdings, LLC and Lone Peak Holdings, LLC, which are both private companies, and he previously served on the boards of directors of Benevis Holdings, LLC, JDC Healthcare Management, Virgin America, Archway Marketing Services, TASI Holdings, Inc. and Saunders & Associates. Mr. Lanigan graduated summa cum laude, Phi Beta Kappa with a degree in Economics from Colgate University and received a J.D. degree from Harvard Law School and an M.B.A. from Harvard Business School. We believe Mr. Lanigan is qualified to serve on the Board based on his extensive experience as an investment banker advising companies on their financing and strategic alternatives, his experience as a private equity manager working with companies and their management teams to grow and improve their businesses, and his deep knowledge of Malibu Boats, Inc. given his initial tenure as a board member of the LLC.



			Joan M. Lewis Director


			Ms. Lewis became a member of our Board in July 2019. Ms. Lewis has served on the boards of several private and public companies and is an independent consultant to product/service companies and fast-growing technology start-ups. Previously, she was Global Officer and Senior Vice President, Consumer & Market Knowledge of The Procter & Gamble Company, a consumer-packaged goods company, from 2008 through December 2014. Prior to that, she held a number of other leadership positions with Procter & Gamble Consumer & Market Knowledge, including Vice President, Global Operations and Director, North America. Ms. Lewis previously served as Board Chair of comScore, Inc. in 2016 and as a member of the Audit Committee and Chair of the Technology and Innovation Committee of comScore, Inc. from 2015 to 2016. Ms. Lewis has also previously served on the Singapore Industry Advisory Board for Consumer Insights, the Advertising Research Foundation Board of Directors, and the Business Advisory Council for the Farmer School of Business at Miami University. She holds a B.S. from Miami University. We believe Ms. Lewis is qualified to serve on the Board based on her experience working as a consultant to product/service companies, her background in consumer and market knowledge, her history as an executive at a global company and her prior service as a director of a public company.



			Peter E. Murphy Director


			Mr. Murphy has been a member of our Board since February 2014. He is the founder and chief executive officer of Wentworth Capital Management, a private investment and venture capital firm focused on media, technology and branded consumer businesses. From 2009 to 2011, he served as president of strategy & development of Caesars Entertainment, where he was responsible for corporate strategy and growth, mergers and acquisitions, corporate development and real estate development around the world. From 2007 to 2008, Mr. Murphy served as an operating partner at Apollo Global Management and, prior to that, he spent 18 years in senior executive roles with The Walt Disney Company, including as chief strategic officer of The Walt Disney Company and as chief financial officer of ABC, Inc. Until 2019, Mr. Murphy served as a board member and chairman of the audit committee of Tribune Media (NYSE: TRCO), and was a board advisor to DECA TV. He has previously served as chairman of the board of Revel Entertainment and on the boards of The Stars Group, Inc., Dial Global and Fisher Communications. Mr. Murphy received an M.B.A. from the Wharton School of Business and a bachelor’s degree, magna cum laude and Phi Beta Kappa, from Dartmouth College. We believe Mr. Murphy is qualified to serve on the Board because of his long history as an executive and director of national and international companies and experience facilitating international growth and strategy.



			John E. Stokely Director


			Mr. Stokely has been a member of our Board since February 2014. He has been the lead independent director of Pool Corporation (Nasdaq: POOL), a swimming supplies distributor, since 2000 and has been its chairman of the board since May 2017, and previously served as both a member of the audit committee and chair of the governance committee of Pool Corporation. In addition, Mr. Stokely was president, chief executive officer and chair of the board of Richfood Holdings, Inc., a food retailer and wholesale grocery distributor, and he served as president of JES, Inc., an investment and consulting firm. Previously, he also served on the boards and committees of a number of other publicly traded companies, including ACI Worldwide, Inc., AMF Bowling, Imperial Sugar Company (which was previously a publicly traded company), O’Charley’s Inc., Performance Food Group and Nash-Finch Company. Mr. Stokely received a bachelor’s degree from the University of Tennessee. We believe Mr. Stokely is qualified to serve on the Board because of his extensive experience as a director of publicly traded companies engaged in a variety of industries, strategic insights, distribution experience and senior leadership experience.



			Nancy M. Taylor Director


			Ms. Taylor became a member of our Board of Directors in April 2023. She previously served as the President and Chief Executive Officer of Tredegar Corporation, a global manufacturing company, from 2010 until 2015 and was a member of Tredegar’s board of directors from early 2010 until June 2015. During her 24-year career with Tredegar, Ms. Taylor held a variety of leadership positions, including President of Tredegar Film Products, Senior Vice President, Strategy, and General Counsel. Ms. Taylor is currently a director of TopBuild Corp. (Nasdaq: BLD), where she has served as chair of the governance committee since May 2019 and a member of the audit committee and compensation committee. Ms. Taylor was a member of the board of directors of Verso Corporation from November 2019 through March 2022, where she served as chair of the audit committee and as a member of the compensation committee and the corporate governance and nominating committee, and LL Flooring Holdings, Inc. (NYSE: LL), where she served as chair of the board from November 2015 through July 2024 and as a member of the nominating and corporate governance committee and the compliance and regulatory affairs committee. Ms. Taylor also served on the board of the Boys & Girls Club of Metro Richmond (Virginia) from July 2014 and June 2024. Ms. Taylor holds a bachelor’s degree in Political Science from the College of the Holy Cross and a J.D. degree from The Catholic University of America, Columbus School of Law. We believe Ms. Taylor is qualified to serve on the Board based on her many years of experience in senior management in both operational and commercial leadership roles, including serving as chief executive officer of a publicly-traded global manufacturer, her strong knowledge of corporate governance and her experience as a director of various public companies.


Total Number of Directors		10
Part I: Gender Identity	Female	Male	Did Not Disclose Gender
Directors	2	8	—
Part II: Demographic Background
Asian	—	1	—
White	2	8	—
Two or More Races or Ethnicities	—	1	—
Did Not Disclose Demographic Background		—



			Ritchie L. Anderson President


			Mr. Anderson has served as our President since February 2024. For an interim period after the departure of our former Chief Executive Officer in 2024, he served as a member of the Office of the Chief Executive Officer from May 2024 to August 2024. Previously, Mr. Anderson served as our Chief Operating Officer from September 2013 to February 2024. He joined the Company in July 2011 as our Vice President of Operations. Prior to joining Malibu Boats, Mr. Anderson was Vice President of Operations at MasterCraft Boat Company, where he spent 28 years in production management. While at MasterCraft, he held various roles in operations that included management responsibility for manufacturing, supply chain, quality, customer service, environmental and safety. Mr. Anderson has over 30 years of experience in the boat manufacturing industry.



			Bruce W. Beckman Chief Financial Officer


			Mr. Beckman has served as our Chief Financial Officer since November 27, 2023. Prior to joining Malibu Boats, Mr. Beckman served as Senior Vice President, Finance at Entegris from February 2018 to November 2023 and as Vice President, Finance from April 2015 to February 2018. From 1990 to 2015, Mr. Beckman worked in numerous capacities for General Mills, Inc., including Vice President, Finance, Meals Division from July 2012 to January 2015, Director of Corporate Planning & Analysis from July 2008 to July 2012 and Director of Internal Controls from 2003 to 2005.



AUDIT COMMITTEE						Our Audit Committee oversees our corporate accounting and financial reporting process. The Board has determined that each member of the Audit Committee is an “independent director” under the Nasdaq rules. In addition, each member of the Audit Committee is also “independent” under Rule 10A-3 of the Exchange Act, and satisfies the additional financial literacy requirements of the Nasdaq rules. The Board has designated one member of the Audit Committee, Mr. Chhina as an “audit committee financial expert” as defined by SEC rules. Among other matters, the Audit Committee: •oversees the selection and appointment, compensation, retention and oversight of the work of any independent auditors; •evaluates, together with the Board and management, the performance of the independent auditors; •reviews the Company’s audited financial statements and quarterly financial results, including the related disclosures and discuss them with management and the independent auditors; •reviews the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; •reviews any significant changes to the Company’s accounting principles and practices; •reviews and discusses with management risks related data privacy, technology and information security, including cybersecurity, and back-up of information systems and the steps the Company has taken to monitor and control such exposures; •reviews and approves related party transactions; and •at least annually reviews and evaluates the committee’s performance and reports the same to the Board and assess the adequacy of the Audit Committee charter. The Audit Committee operates under a written charter adopted by the Board that satisfies the applicable standards of Nasdaq.


Members Ivar S. Chhina (Chair) James R. Buch John E. Stokely Nancy M. Taylor


Meetings 5



COMPENSATION COMMITTEE						The Board has determined that each member of the Compensation Committee is an “independent director” under the Nasdaq rules. In making the determination regarding the independence of each member of the Compensation Committee, the Board considered whether the director has a relationship with the Company that is material to the director’s ability to be independent from management in connection with the duties of a member of the Compensation Committee. Our Compensation Committee reviews and approves the compensation of our Chief Executive Officer and other executive officers, including salaries, bonuses, perquisites and awards of equity-based compensation, approves all employment, severance and similar agreements for executive officers, makes recommendations to the Board with respect to our stock-based benefit plans, administers our stock-based benefit plans and makes recommendations to the Board concerning the compensation of directors. The Compensation Committee also reviews and approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives, and either approves or makes recommendations to the independent members of the Board regarding compensation of these officers based on such evaluations. The Compensation Committee reviews and evaluates, at least annually, the performance of the Compensation Committee. The Compensation Committee operates under a written charter adopted by the Board that satisfies the applicable standards of Nasdaq.


Members Mark W. Lanigan (Chair) Michael J. Connolly Joan M. Lewis Peter E. Murphy


Meetings 6



NOMINATING AND GOVERNANCE COMMITTEE						The Board has determined that each member of the Nominating and Governance Committee is an “independent director” under the Nasdaq rules. Among other matters, the Nominating and Governance Committee: •reviews and recommends to the Board the experience, qualifications, attributes, skills or other criteria desired for directors and director candidates; •identifies and evaluates individuals to be members of the Board; •makes recommendations to the Board regarding the nominees for director to be submitted to a stockholder vote at the Company’s annual meeting of stockholders and to fill any vacancy on the Board occurring between annual meetings of stockholders; •reviews the Board’s committee structure and make recommendations to the Board concerning the qualifications, appointment and removal of members of Board committees and the appointment of the chair of each committee; •oversees the evaluation of the Board and its committees; and •reviews developments in corporate governance matters, including ESG matters, and develops appropriate recommendations for the Board. The Nominating and Governance Committee operates under a written charter adopted by the Board that satisfies the applicable standards of Nasdaq.


Members Michael J. Connolly (Chair) James R. Buch Ivar S. Chhina Michael K. Hooks Mark W. Lanigan Joan M. Lewis Peter E. Murphy John E. Stokely Nancy M. Taylor


Meetings 4

SEC Form DEF 14A filed by Malibu Boats Inc.

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Financials


Name (a)	Fees Earned or Paid in Cash ($) (b)(1)		Stock Awards ($) (c)(2)(3)	Total ($) (h)

Michael K. Hooks	106,625	(4)	109,995	216,620
James R. Buch	72,197		109,995	182,192
Ivar S. Chhina	87,238		109,995	197,233
Michael J. Connolly	80,219		109,995	190,214
Mark W. Lanigan	82,224	(4)	109,995	192,219
Joan M Lewis	72,197		109,995	182,192
Peter E. Murphy	159,697		109,995	269,692
John E. Stokely	72,197		109,995	182,192
Nancy M. Taylor	72,197		109,995	182,192


Name			Position

Jack D. Springer			Former Chief Executive Officer
Ritchie L. Anderson			President and Former Member of the Office of Chief Executive Officer
Bruce W. Beckman			Chief Financial Officer
David S. Black			Former Interim Chief Financial Officer and Corporate Controller
Michael K. Hooks			Former Executive Chair of the Board and Former Member of the Office of Chief Executive Officer


Peer Group Companies

Acushnet Holdings Corp.	Callaway Golf Company	Dorman Products, Inc.
Fox Factory Holding Corp.	Helios Technologies	Johnson Outdoors Inc.
Lifetime Brands, Inc.	Marine Products Corporation	Marine Max, Inc.
MasterCraft Boat Holdings, Inc.	OneWater Marine Inc.	Smith & Wesson Brands
Shyft Group Inc. (formerly Spartan Motors, Inc.)	Sturm, Ruger & Company, Inc.	Universal Electronics Inc.
Vista Outdoor Inc.	Winnebago Industries, Inc.	YETI Holdings, Inc.


Named Executive Officer	FY 2023 Base Salary ($)	FY 2024 Increase ($)	Approved Base Salary ($)

Jack D. Springer	875,000	45,000	920,000
Ritchie L. Anderson	475,000	25,000	500,000
David S. Black	236,000	44,000	280,000


Net Income/Adjusted EBITDA Performance Level	Net Income/Adjusted EBITDA Amount as a % of Target	% of Target Bonus Becoming Payable

Below Threshold	<90%	0%
Threshold	90%	35%
Target	100% (Net income of $138.9 million and Adjusted EBITDA of $225.5 million)	100%
Above Target	110%	134%
Above Target	120%	167%
Maximum	130%	200%
Above Maximum	>130%	200%


Named Executive Officer	FY 2024 Target Bonus ($)	FY 2024 Annual Incentive Payment ($)

Jack D. Springer	1,012,000	—
Ritchie L. Anderson	585,000	—
David S. Black	112,000	22,400
Bruce W. Beckman	315,000	—


Name	Relative TSR Performance Awards		Adjusted EBITDA Performance Awards		Time-Based Shares or Units

Jack D. Springer	$	856,254	$	—	$	1,038,786
	17,364 target shares		17,363 target shares		23,151 shares
Ritchie L. Anderson	$	428,105	$	—	$	4,519,377
	8,682 target shares		8,681 target shares		104,275 shares


Performance Level	TSR Achieved Relative to the TSR of the Russell 2000 Index	% of Relative TSR Awards Vesting

Below Threshold	<80%	0%
Threshold	80%	50%
Target	100%	100%
Above Target	120%	150%
Maximum	140%	200%
Above Maximum	>140%	200%


Performance Level	Compounded Annual Adjusted EBITDA Growth Rate Achieved	% of Adjusted EBITDA Awards Vesting

Below Threshold	<10%	0%
Target	10%	100%
Above Target	11%	110%
Above Target	12%	120%
Above Target	13%	130%
Above Target	14%	140%
Maximum	≥15%	150%


Name and Principal Position (a)	Year (b)(1)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)(2)	Option Awards ($) (f)	Non-Equity Incentive Plan Compensation ($) (g)(3)	Nonqualified Deferred Compensation Earnings ($) (h)	All Other Compensation ($) (i)(4)	Total ($) (j)

Jack D. Springer (5) Former Chief Executive Officer	2024	819,423	—	1,895,040	—	—	—	209,074	2,923,537
	2023	875,000	—	3,169,642	—	481,250	—	9,900	4,535,792
	2022	828,750	—	3,062,887	—	937,231	—	9,150	4,838,018
Ritchie L. Anderson (6) President and Former Member of Office of CEO	2024	544,615	—	4,947,482	—	—	—	11,805	5,503,902
	2023	475,000	—	929,005	—	267,187	—	10,045	1,681,237
	2022	437,500	—	890,926	—	347,327	—	9,407	1,685,160
David S. Black (7) Former Interim Chief Financial Officer and Corporate Controller	2024	273,269	50,000	497,001	—	22,400	—	—	842,670
	2023	236,000	—	44,987	—	83,042	—	0	364,029

Bruce W. Beckman (7) Former Chief Financial Officer and Secretary	2024	242,308	225,000	599,958	—	—	—	75,000	1,142,266


Michael K. Hooks (8) Former Executive Chair and Former Member of Office of CEO	2024	217,241	43,448	229,990	—	—	—	—	490,679