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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:

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):

MASTERCRAFT BOAT HOLDINGS, INC.

100 Cherokee Cove Drive

Vonore, Tennessee 37885

September 15, 202116, 2022

Dear Shareholders,DEAR SHAREHOLDERS,

At MasterCraft, we are excited to see so many people embracing boating as a fun and safe recreational activitytake pride in providing the absolute best on-water experience for enjoying the outdoors. We believe our record sales and earnings in 2021 from consumers seeking the boating lifestyle and supporting our brands reflectsenjoying the success of our focus on consumer experience, digital marketing, operational excellence and human capital development.

outdoors. Fiscal 2022 was another record year for MasterCraft. The credit for our continuing success goes to the more than 1,5001,750 employees that deliver the quality and innovation that underpins the strength of our MasterCraft, Aviara, and Crest and NauticStar brands. To deliver our growth, our workforce expanded by more than 600 hourly and 50 salary personnel during the past year. Our focus on attracting,Attracting, developing and retaining our highly skilled and specialized workforce, and keeping them safe has been criticalcontinues to be critically important.

POSITIONING FOR LONG-TERM VALUE

As previously announced, we recently exited the NauticStar business following a strategic review by our Board. After considering a wide range of alternatives, our Board determined that a sale of the NauticStar business would best enable us to narrow our focus and direct our resources to our success.

Our strategic focus

In 2021, our priority was executing our strategic growth plan to meet record demand.high-performing, profitable businesses with market-leading potential, and maximize shareholder value. We focused on new product innovation to meet customer needsbelieve that the strength and expectations. We also invested significantly in digital marketing to increase brand awareness and create a community of interest to drive sales. We launched several immersive digital experiences for our consumers, allowing them to learn about our brands in a 360-degree digital environment. These unique digital showrooms allowed consumers to immerse themselves in eachbreadth of our brandsMasterCraft, Crest and Aviara brand offerings and the investments we are making in a way they would typically do in traditional in person boat shows. The results we have seen in consumer site traffic, website engagementproduct development, marketing, production, and lead generation have been dramatic.

We sustained the acceleration of operational excellence programs acrosshave positioned the Company better than at any time in our recent history.

PROGRESS ON OUR SUSTAINABILITY EFFORTS

As we’ve said before, we recognize the importance of social and environmental responsibility and global sustainability, and we are committed to making the best products in the best way possible. To that end, we are proud to have recently published our inaugural Sustainability Report to share our commitment to engage in operational excellence, including environmental sustainability, promoting the health and safety of our employees, and being good stewards for all our manufacturing facilities to drive throughput improvementsstakeholders. Highlights in this report include:

Additionally, the transition to a fully declassified Board, whichboard is now complete, and going forward all directors will be completed bystand for election annually. In alignment with our strategic priorities and with the 2022 meeting.foundations in place to ensure we hold ourselves to high standards in all aspects of our business, we look forward to making boating better and maintaining our Company’s position at the forefront of the marine industry.

On behalf of the entire Board, I thank you for your investment in our company.Company and continued confidence in us as we execute our strategy. We ask for your voting support on the items contained in this proxy, and thank you for taking the time to cast your vote.

MASTERCRAFT BOAT HOLDINGS, INC.

NOTICE OF 20212022 ANNUAL MEETING OF SHAREHOLDERS

To be held October 19, 2021

2022 ITEMS OF BUSINESS

In lightWe invite you to join us for our 2022 annual meeting of shareholders (the “Annual Meeting”) of MasterCraft Boat Holdings, Inc. (the “Company”), which will be conducted via live audio webcast on October 25, 2022. You may attend the virtual meeting of shareholders online and submit your questions during the meeting by visiting www.proxydocs.com/mcft. We believe the virtual format of the public health impactmeeting, which we have utilized in the midst of the ongoing COVID-19 pandemic, makes it easy for shareholders across the safety of all of our stakeholders, and taking into account guidance from public health authorities, 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 orderworld to attend the Annual Meeting,meeting and communicate with us. We look forward to your attendance and participation again this year. To register, you must register in advance at www.proxydocs.com/mcft prior to the deadline of October 17, 2021 at 11:59 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.

Your vote is important. To be sure your shares are voted at the Annual Meeting, please follow the instructions provided to you and vote your shares today. This will not prevent you from voting your shares during the virtual meeting if you are able to attend. You may vote over the Internet or by mailing a proxy or voting instruction card. Voting over the Internet or by written proxy will ensure your representation at the Annual Meeting, regardless of whether you attend the virtual meeting. If you hold your shares in your own name and choose to attend the Annual Meeting, you may change your vote by revoking your proxy at any time before it is exercised, which can be done by voting your shares online while virtually attending the meeting, by delivering a new proxy or by notifying the Company Secretary in writing prior to the meeting. If your shares are held for you in a brokerage, bank or other institutional account, you must contact that institution to revoke a previously authorized proxy.

A complete list of shareholders of record entitled to vote at the meeting will be made available for inspection by any Company shareholder (i) at the principal executive offices of the Company for ten days prior to the meeting date and (ii) on the virtual shareholder meeting website on the date of the meeting.

Reminder: To be admitted to the annual meeting, see “Questions Relating to this Proxy Statement—How can I attend the Annual Meeting” on page 50.47.

September 15, 202116, 2022

PROXY STATEMENT

Proxy Statement for Annual Meeting of Shareholders to be held on October 19, 2021PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 25, 2022

The Boardboard of Directorsdirectors of the Company (the “Board”) is furnishing this information in connection with the solicitation of proxies for the Annual Meeting of Shareholders to be held on October 19, 2021 (the “Annual Meeting”).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 20212022 Annual Report on Form 10-K will first be mailed to our shareholders on or about September 15, 2021.16, 2022.

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 3, 2021,2, 2022, 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 19,022,66818,151,436 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 19, 202125, 2022: This Proxy Statement is first being sent to shareholders on or about September 15, 2021.16, 2022. All shareholders and beneficial owners may access the proxy materials at www.proxydocs.com/mcft. In addition, this Proxy Statement and our 20212022 Annual Report on Form 10-K are available at www.mastercraft.com.

TABLE OF CONTENTS

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 InformationANNUAL MEETING INFORMATION

Items of Business

AGENDA AND VOTING RECOMMENDATIONS

              2022 PROXY STATEMENT  1

Director Nominees

As part of our ongoing transition from a classified board, five nominees are being proposed for election to a one-year term ending in 2022, at our next annual meeting of shareholders.  At that time, the declassification will be complete, and all eight directors will stand for annual elections, starting with the 2022 annual shareholder meeting.DIRECTOR NOMINEES

The following table provides summary information about those fiveall director nominees. As of the Annual Meeting, we will no longer have a classified Board.  Accordingly, each director is being nominated for a one-year term that will expire at our next annual meeting of shareholders.  The directors will be elected by the affirmative vote of a majority of the votes cast. Pursuant to our Corporate Governance Guidelines, if an incumbent director fails to receive a majority of the votes cast, the incumbent director will promptly tender his or her irrevocable offer of resignation to the Board. The Board, upon recommendation by the Nominating and Corporate Governance Committee, can then choose to accept the resignation, reject it or take such other action that the Board deems appropriate. For more information about the director nominees, see page 6.5.

Continuing Directors

The following table provides summary information about the three continuing directors whose terms expire at the 2022 Annual Meeting. For more information about the continuing directors, see page 9.

              2022 PROXY STATEMENT  2

2021 Highlights

2022 HIGHLIGHTS

Corporate Governance Highlights

CORPORATE GOVERNANCE HIGHLIGHTS

We are committed to establishing and maintaining strong corporate governance practices that reflect high standards of ethics and integrity and promote long-term shareholder value.

2021 Compensation Program Highlights

              2022 PROXY STATEMENT  3

2022 COMPENSATION PROGRAM HIGHLIGHTS

Our executive compensation program is designed to facilitate high performance and generate results that will create value for our shareholders. We structure compensation to pay for performance, reward our executives with equity in the Company in order to align their interests with the interests of our shareholders and allow our executives to share in our shareholders’ success, which we believe creates a performance culture, maintains morale and attracts, motivates and retains top executive talent.

The primary elements of our fiscal year 20212022 executive compensation program are base salary, annual bonuses, equity incentive awards and certain employee benefits. Our Compensation Committee reviews and approves our executive compensation program, and maintains the discretion to adjust awards and amounts paid to our executive officers as it deems appropriate. We believe our named executive officers are compensated in a manner consistent with our strategy, compensation best practices and alignment with shareholders’ interests.

Structure of our Compensation ProgramSTRUCTURE OF OUR COMPENSATION PROGRAM

Our compensation program is structured to be reasonable in magnitude of total opportunity, largely performance-based, and equity-oriented.

              2022 PROXY STATEMENT  4

OUR BOARD

PROPOSAL 1 - ELECTION OF DIRECTORS

Currently, our Board consists of eight directors in three classes, with three directors in Class I, two directors in Class II and three directors in Class III. Because the proposal to declassify the Board (the “Declassification Proposal”) was approved at the 2019 Annual Meeting, nominees, in two classes of our directors, if elected, will serve for a one-year term, rather than a three-year term, subject to earlier resignation or removal, as detailed below.  As of the date of the 2022 annual meeting, the entire board will stand for election annually and the transition to a declassified board will be complete.

The three director classes terms expire as follows:

The terms of Messrs. Donald C. Campion and Tzau-Jin (TJ) Chung, each a Class II director, Messrs. Frederick A. Brightbill and W. Patrick Battle and Ms. Jennifer Deason, each a Class III director, expire at the Annual Meeting. Upon the recommendation of our Nominating and Corporate Governance Committee, Mr. Campion, Mr. Chung, Mr. Brightbill, Mr. Battle and Ms. Deason have been nominated for election at the Annual Meeting.

As noted above, the Class I directors whose terms expire at the annual meeting of shareholders to be held in 2022 will stand for election to one-year terms at that time This will result in a fully declassified Board by the 2022 Annual Meeting. 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 five 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.

Who We Are

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

Recommendation of the Board of Directors

The Board recommends a vote “              2022 PROXY STATEMENT  FOR5” each of the five director nominees.

Continuing Directors with Terms Expiring at the 2022 Annual Meeting

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

              2022 PROXY STATEMENT  6

              2022 PROXY STATEMENT  7

              2022 PROXY STATEMENT  8

RECOMMENDATION OF THE BOARD OF DIRECTORS

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

              2022 PROXY STATEMENT  9

CORPORATE GOVERNANCE

How We are Selected and ElectedHOW WE ARE SELECTED AND ELECTED

Selection of Director NomineesSELECTION OF DIRECTOR NOMINEES

General Criteria and ProcessGENERAL CRITERIA AND PROCESS

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

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

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

Shareholder Recommendation of Candidates for DirectorSHAREHOLDER RECOMMENDATION OF CANDIDATES FOR DIRECTOR

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

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

Director Skills, Qualifications and ExperiencesDIRECTOR SKILLS, QUALIFICATIONS AND EXPERIENCE

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

              2022 PROXY STATEMENT  10

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

Using our director skills matrix as a guide, as well as the results of our annual Board and committee self-assessment process, the Nominating and Corporate Governance Committee evaluates the composition of our Board annually and identifies for consideration by the full Board areas of expertise and other qualities that would complement and enhance our current Board. The diverse set of core competencies represented on our current Board is summarized below:

Seven out of eight current directors, and six of our seven director nominees, are independent. The average tenure of our directors is 4.15.1 years. For additional information on each director, see the biographies in the “Proposal 1—Election of Directors” section of this Proxy Statement.

Board DiversityBOARD DIVERSITY

The gender, racial, experience and skills diversity of our Board is aan important factor in our director recruitment process. Three of our eight current directors are either women or are racially/ethnically diverse. Althoughdiverse, and we do not have a formal diversity policy, we continueare committed to continuing to focus on diversity as an important factor in determining the composition and make-up of the board and boardBoard. In addition to our focus on diversity is a consideration in making nominee recommendations and filling board vacancies, includingduring the recruitment and evaluation of the suitability of current directors and potential director-nominees.director nominees, our Corporate Governance Guidelines require that diverse candidates be included in each pool of new director candidates. To achieve diversity among directors, theour Nominating and Corporate Governance Committee considerswill consider a number of demographic factors, including, but not limited to, race, gender, ethnicity, culture, nationality and age to continue developing a board that reflects diverse backgrounds, viewpoints, experience, skills and expertise.

In July 2021, the board appointed Jennifer Deason to serve as a director. Ms. Deason is an independent director who added more public company board, finance, strategy and marketing experience and gender diversity to the board. As part of its board recruitment process, the board will continue to seek to appoint new directors who complement the diversity, skills and expertise of the board. As mentioned above, gender and racial/ethnic diversity will remain an important factor for the board in its director recruitment efforts.

              2022 PROXY STATEMENT  11

BOARD COMPOSITION AND DIRECTOR INDEPENDENCE

Board Composition and Director Independence

CompositionCOMPOSITION

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. As of August 2021, ourOur Board currently consists of eight members, W. Patrick Battle, Jaclyn Baumgarten, Frederick A. Brightbill, Donald C. Campion, TJ Chung, Jennifer Deason, Roch Lambert, and Peter G. LeemputteLeemputte. Mr. Chung will not stand for reelection at the Annual Meeting. We would like to take this opportunity to thank Mr. Chung for his many years of service to our Company, our Board, and Jennifer Deason.our shareholders.

We expect to appoint a new diverse director following the Annual Meeting to fill the vacancy created by Mr. Chung’s departure. At the 2019 Annual Meeting, our shareholders approved the Declassification Amendment, which will eliminate the classificationan amendment to our certificate of incorporation to declassify of our Board over a three-year period. OurAs of the Annual Meeting, our Board will be fully declassified, by the 2022 Annual Meeting.with each director elected for a one-year term.

IndependenceINDEPENDENCE

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, Ms. Deason, 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 ofIn addition, 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, Ms. Deason and Mr. Lambert. The membersBoard has determined that each member of our Audit Committee, are Mr. Campion, Ms. Deason, Mr. Lambert and Mr. Leemputte. Our Board has determined that Messrs. Campion, Lambert and Leemputte and Ms. Deason, areis independent for Audit Committee purposes, as defined under the rules of NASDAQ.

Board Diversity MatrixBOARD DIVERSITY MATRIX

We are aware of the recently adopted listing requirements of Nasdaq, that requireNASDAQ requires each listed company to have, or explain why it does not have, two diverse directors on the board, including at least one diverse director who self-identifies as female and one diverse director who self-identifies as an underrepresented minority or LGBTQ+ (subject to the exceptions).  As noted above, ourOur current board composition is in compliance with this requirement. The table below provides certain highlights of the composition of our board members and nominees. Each of the categories listed in the below table has the meaning as it is used in NasdaqNASDAQ Rule 5605(f).

How We are Organized

Board Leadership Structure              2022 PROXY STATEMENT  12

HOW WE ARE ORGANIZED

BOARD LEADERSHIP STRUCTURE

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

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

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

Board Committees and MembershipBOARD COMMITTEES AND MEMBERSHIP

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

◄ Lead Independent Director♦Chair✓MemberÀAudit Committee Financial Expert

              2022 PROXY STATEMENT  13

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, reviewing the adequacy of our internal controls over financial reporting and reviewing and providing oversight to the Company’s enterprise risk management program and the information technology and cybersecurity risk policies and procedures.

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

Our Board has adopted a written charter for the Audit Committee. The Audit Committee held 11 meetings during the 2021 fiscal year.

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 five meetings during the 2021 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              2022 PROXY STATEMENT  14

MEETINGS OF THE BOARD

In addition to a number of informal calls throughout the year, the Board has adopted a written charter for the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee held fourfive official meetings during the 2021 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, Ms. Deason and Mr. Lambert, with Mr. Battle serving as chair.

Our Board has adopted a written charter for the Strategy Committee. The Strategy Committee held four meetings during the 2021 fiscal year.

Meetings of the Board

During the fiscal year ended June 30, 2021, the Board met nine times.2022. All of our directors attended 100% of the total meetings held by the Board and any committee on which the director served during the period of the fiscal year that the director was a member of the Board. We expect that each continuing director will attend the Annual Meeting of shareholders, absent a valid reason. All directors attended our annual meeting of shareholders during the fiscal year ended June 30, 2021.

Executive Sessions of Non-Management DirectorsEXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS

The independent directors met in executive session, without any non-independent directors or members of management present, fourthree times during fiscal 2021.2022.

Compensation Committee Interlocks and Insider ParticipationCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The directors serving on the Compensation Committee of the Board during the fiscal year ended June 30, 20212022 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 2021 fiscal year,2022, none of our executive officers served as a director of any corporation for which any of these individuals served as an executive officer and there were no other Compensation Committee interlocks or relationships with the companies with which these individuals or our other directors are affiliated.

How We are Governed and GovernHOW WE ARE GOVERNED AND GOVERN

Risk OversightRISK OVERSIGHT

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

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

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

Director Resignation Policy              2022 PROXY STATEMENT  15

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

Committee Charters and Corporate Governance GuidelinesCOMMITTEE 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.Secretary and may be accessed on our website at https://investors.mastercraft.com/corporate-governance/highlights.

Codes of Ethics and ConductCODE 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,https://investors.mastercraft.com/corporate-governance/highlights and is available in print upon request from our Corporate Secretary. Any amendments to, or waivers of, the Code of Ethics and Conduct will be disclosed on our website promptly following the date of such amendment or waiver.

How to Communicate with UsHOW TO COMMUNICATE WITH US

Shareholder EngagementSHAREHOLDER ENGAGEMENT

Our active investor relations efforts include regular and ongoing engagement with current and potential investors, financial analysts, and the media through conference calls, face-to-face investor meetings, correspondence, conferences, and other events. Our shareholder outreach and engagement program is designed to ensure that management and the Board understand, consider, and address the issues that matter most to our shareholders. Though the COVID-19 pandemic disrupted travel and investor conferences, we have had one-on-one discussions with more than 50 percent of our top twenty non-quant, non-broker-dealer accounts,shareholders who collectively own

about 40 percent of the shares outstanding, through conference calls, virtual non-deal roadshows, and virtual conferences over the past year.

Communications with the BoardCOMMUNICATIONS 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.to investorrelations@mastercraft.com. Our Corporate Secretary shall review all written and emailed correspondence received from shareholders and other interested parties and forward such correspondence periodically to the directors. Advertisements, solicitations for business, requests for employment, requests for contributions or other inappropriate material will not be forwarded to the directors.

How We are PaidHOW WE ARE PAID

Director CompensationDIRECTOR COMPENSATION

The following table sets forth information concerning the fiscal year 20212022 compensation of our non-employee directors that served during the period from July 1, 20202021 through June 30, 2021:2022:

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Non-management members of the Board receive a $50,000$60,000 annual retainer related to their Board duties and responsibilities, which is paid in advance in four equal installments of $12,500$15,000 each. Additionally, there is a $20,000$25,000 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, each director may elect to receive all of his or her annual retainers in the form of common stock (in lieu of cash). Each non-employee director is also eligible to participate in our boat usage and testing program and may therefore receive certain additional benefits that we categorize as compensation for purposes of calculating a director’s compensation in this Proxy Statement.

Pursuant to the director compensation policy in effect during fiscal 2021,2022, we also granted an annual award of restricted stock with a grant date fair value of $65,000$75,000 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).  All our directors have achieved the ownership threshold as of the date of this proxy, except one who has a short tenure on our board.

The Compensation Committee is responsible for reviewing annually the compensation for non-employee directors and making recommendations to the Board for its approval. As part of its most recent review, and with the assistance of Willis Towers Watson (“WTW”) an outside compensation advisor, the Compensation Committee received information on compensation provided to non-employee directors at a peer group of companies and recommended changes to our director compensation policy, which were approved by the Board.  Going forward, our non-employee directors will receive an annual cash retainer of $60,000 and an annual grant of restricted stock with a grant-date fair value of $75,000. In addition, our Lead Director will receive an additional cash retainer of $25,000.

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OUR AUDITORS

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

Our Audit Committee appointed Deloitte & Touche LLP (“Deloitte”) to audit our consolidated financial statements for the year ending June 30, 20222023 and to prepare a report on this audit. A representative of Deloitte will be present at the Annual Meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions by shareholders.

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

Information regarding fees paid to Deloitte during fiscal year 20212022 and fiscal year 20202021 is set out below in “Fees Billed by Independent Registered Public Accounting Firm.”

Recommendation of the Board of DirectorsRECOMMENDATION OF THE BOARD OF DIRECTORS

The Board recommends that you vote FOR “FOR” the ratification of the

appointment of Deloitte as our independent registered public accounting firm.

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AUDIT RELATED MATTERS

Report of the Audit CommitteeREPORT 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 2021,2022, the scope and results of their audit engagement. In connection with the audit for the fiscal year ended June 30, 2021,2022, the Audit Committee has:

Management is primarily responsible for the Company’s financial reporting process (including its system of internal control) and for the preparation of the consolidated financial statements of the Company in accordance with generally accepted accounting principles (“GAAP”). Deloitte is responsible for auditing those financial statements and issuing an opinion on whether the audited financial statements conform with GAAP and, for fiscal year 2021 and 2022, for auditing the effectiveness of the Company’s internal control over financial reporting and issuing an opinion theron.thereon. The Audit Committee’s responsibility is to monitor and review these processes. It is not the Audit Committee’s duty or responsibility to conduct auditing or accounting reviews or procedures. Therefore, the Audit Committee has relied on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States and on the representations of Deloitte included in their report to the financial statements of the Company.

Based on the review and the discussions described in the preceding bullet points, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021.2022.

Submitted by the Audit Committee:

Donald C. Campion, Chair

Jennifer Deason

Roch Lambert

Peter G. Leemputte

Fees Billed by Independent Registered Public Accounting Firms              2022 PROXY STATEMENT  19

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 and fiscal 2021. FEES BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

The following table sets forth the aggregate fees billed by Deloitte, the Company’s independent registered accounting firm, during the fiscal years ended June 30, 20212022 and June 30, 2020:

fiscal 2021:

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.

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OUR LEADERSHIP

EXECUTIVE OFFICERS

Frederick A. Brightbill serves as a director and as an executive officer. His business experience is discussed above in “Proposal 1—Election of Directors—Continuing Directors with Terms Expiring at the 2022 Annual Meeting.Directors.”

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

              2022 PROXY STATEMENT  21

SUSTAINABILITYENVIRONMENTAL, SOCIAL, AND GOVERNANCE

As a manufacturer of recreational powerboats meant to be used andcompany whose products are 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 initiativesresponsibility. We are committed to reducereducing our environmental impact, ensureensuring a healthy and safe workplace for our employees, and actacting as a good corporate citizenscitizen in the communities we serve, including:serve.

Our continued commitment is making the best products in the best way possible, and we can 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 ofSeptember 2022 that highlights our commitment to transparency regarding our sustainability practices, we followsustainability:

Additionally, 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 metricsvery proud that we believe are most relevant from both SICS industries.

our MasterCraft brand is the only boat manufacturer in the marine industry to achieve three prestigious International Organization for Standardization’s (ISO) global certifications for:

Additional information about

With these foundations in place, we look forward to Making Boating Better and keeping our company at the forefront of the marine industry. You can access the full sustainability framework is available on our website atreport here: www.mastercraft.com/makingboatingbetterhttps://investors.mastercraft.com/making-boating-better.

              2022 PROXY STATEMENT  22

OUR PAY

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

In accordance with Section 14A of the Exchange Act, which was amended pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), we are asking shareholders to approve a non-binding advisory resolution approving our executive compensation as reported in this Proxy Statement. At our 2021 annual meeting, we received approximately 98.3% approval on our advisory vote on the compensation of the named executive officers.

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

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

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

RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers set forth under “Compensation Discussion and Analysis”, including Summary Compensation Table and the related compensation tables and narratives in the Proxy Statement for the 20212022 Annual Meeting of Shareholders.

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

The nextBased on the frequency chosen by our shareholders at the 2021 Annual Meeting of Shareholders, the non-binding advisory vote on the compensation of our named executive officers will occur at the next applicableon an annual meeting of shareholders based on the frequency chosen by shareholders in Proposal 4—Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Named Executive Officers (“Say-When-on-Pay”).basis.

Recommendation of the Board of DirectorsRECOMMENDATION OF THE BOARD OF DIRECTORS

The Board recommends that you vote FOR“FOR” the advisory resolution

approving the compensation of our named executive officers.

              2022 PROXY STATEMENT  23

PROPOSAL 4—ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS (SAY-WHEN-ON-PAY)

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Section 14A of the Exchange Act, the Company’s shareholders are entitled to vote to approve, on an advisory basis, the frequency with which the advisory vote to approve the compensation of the Company’s named executive officers should be held, which we refer to as the “say-on-frequency” vote. We refer to the advisory vote approving the compensation of the Company’s named executive officers as the “say-on-pay” vote.

With the say-on-frequency vote, shareholders may vote to have the say-on-pay vote every year, every two years, or every three years, or abstain from voting. After careful consideration, the board of directors has determined that an advisory say-on-pay vote that occurs every year is the most appropriate policy for the Company at this time, so that our shareholders may annually express their views on our executive compensation program.

Because the vote is advisory, it is not binding on our board of directors or the Company. Nevertheless, the views expressed by the shareholders, whether through this vote or otherwise, are important to management and our board of directors and, accordingly, our board of directors and the compensation committee intend to consider the results of this vote in making determinations in the future regarding the frequency of the say-on-pay vote.

The say-on-frequency vote will be determined by a plurality of votes. This means that the option for holding a say-on-pay vote (every year, every two years, or every three years) which receives the greatest number of votes will be considered the preferred frequency of our shareholders.

The next scheduled say-on-frequency vote will be at the 2027 annual meeting of shareholders. We will hold the first say-on-pay vote at the 2021 annual meeting of shareholders.

Recommendation of the Board of Directors

The Board recommends that you vote on an advisory basis to hold say-on-pay votes every 1 YEAR (as opposed to every 2 years or 3 years).

COMPENSATION DISCUSSION AND ANALYSIS

Executive SummaryEXECUTIVE SUMMARY

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

Our annual incentive program resulted in payouts of approximately 160%between 103% and 186% of target for four of our named executive officers.

IntroductionWe completed share repurchases of $25.5 million during the fiscal year, while reducing debt by $36.7 million.

Despite ongoing supply chain disruptions, inflationary pressures and other macroeconomic headwinds, management continued its strong performance with record net sales and increased market share, based on rolling twelve-month data through December 2021.

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 chiefnamed executive officer, chief financial officer, chief revenue officer and our two next highest paid executive officers, during fiscal year 2021 (collectively, the “named executive officers”), as presented in the tables which follow this discussion.

The Company’s named executive officers and positions held during fiscal year 20212022 are set forth in the table below:

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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 areis a 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 and consumer satisfaction index score, and inventory turnover.(“CSI”) scores for each of our reporting segments.

Executive Compensation Philosophy and ObjectivesEXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES

Our executive compensation program is designed to facilitate high performance and generate results that will create value for us and our shareholders. The key objectives of our executive compensation program are as follows:

Our Compensation Committee and Board review and approve our executive compensation program, and maintain the discretion to adjust awards and amounts paid to our executive officers as they deem appropriate. In evaluating and approving executive compensation, the Compensation Committee and Board consider a variety of factors, including significant acquisitions, changes in our business strategy, performance expectations for the Company, external market data, actual performance of the Company, and individual executive performance.

Compensation Best PracticesCOMPENSATION BEST PRACTICES

Say-on Pay Vote and Shareholder EngagementSAY-ON PAY VOTE AND SHAREHOLDER ENGAGEMENT

TheAs approved at our 2021 Annual Meeting of Shareholders, the say-on-pay vote held at our annual shareholder meeting in 2021 will be held on an annual basis. At our first; consequently, there is no previous vote result available.  The Compensation Committee believes that shareholders will broadly2021 annual meeting, we received 98.3% approval of the “say-on-pay” proposal. With shareholder support the proposal relating toof our compensation policies, and2021 pay practices, the Compensation Committee continued to applyapplied the same overall principles to determine the amounts and types of executive compensation for 2021.2022.

              2022 PROXY STATEMENT  25

Our shareholder outreach and engagement program is designed to ensure that management and the Board understand, consider, and address the issues that matter most to our shareholders. Though the COVID-19 pandemic disrupted travel and investor conferences, we have had one-on-one discussions with more than 50 percent of our top twenty non-quant, non-broker-dealer accounts,shareholders who collectively own about 40 percent of the shares outstanding, through conference calls, virtual non-deal roadshows, and virtual conferences over the past year.

The Compensation Committee will continue to monitor best practices, future advisory votes on executive compensation and other shareholder feedback to guide it in evaluating our NEOnamed executive officer compensation program. The Compensation Committee invites our shareholders to communicate any concerns or opinions on executive pay directly to our Board. Please refer to “Corporate Governance -– How to Communicate with Us – Communications by Shareholders and Other Interested Parties”with the Board” for information about communicating to our Board.

Elements of Our Compensation ProgramELEMENTS OF OUR COMPENSATION PROGRAM

The primary elements of our fiscal year 20212022 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 20212022 along with the objectives of each element are summarized in the following table and described in more detail below.

TermsTERMS OF EMPLOYMENT

Since the expiration of Employment

Other than Mr. Oxley,Oxley’s employment agreement on July 1, 2022, we currently do not maintain employment agreements, severance or change in control agreements with any of our named executive officers. For Mr. Brightbill and Mr. Womack, prior to his departure, the basic terms of their employment such as salary, bonus, incentive awards and benefits are set forth in an offer letter. These offer letters do not provide for specific rights upon termination or change in control. Other than pursuant to Mr. Oxley’s employment agreement, any rightAll rights relating to accelerated vesting of equity awards upon termination or change in control are set forth in the LTIP or applicable award agreement.  For a discussion of Mr. Brightbill’s and Mr. Womack’sthe offer letters, and Mr. Oxley’s employment agreement, see “Employment Agreement and Offer“Offer Letters with our Named Executive Officers.” For a discussion regarding potential payments upon termination or change in control, see “Potential Payments upon Termination or Change in Control.”

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Structure of our Compensation Program

STRUCTURE OF OUR COMPENSATION PROGRAM

Our compensation program is structured to be reasonable in magnitude of total opportunity, largely performance-based, and majority equity-oriented.

Base SalaryBASE SALARY

The base salary component of executive officer compensation is intended to provide a competitive, stable level of minimum compensation to each officer commensurate with the executive’s role, experience and duties. The Compensation Committee reviews and approves base salaries for our named executive officers based on several factors, including the individual’s experience, responsibilities, performance, expected future contribution, our expected financial performance and salaries of similarly situated executives of our public peers.

The base salaries for our named executive officers were established based on an evaluation of the factors described above, our desire to reward and retain the key executives who we believe are instrumental to our success, and the competitiveness of base salaries based upon a review of publicly available data for our competitors.

Annual Bonus: Short Term Cash Incentive Compensation

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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.

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

Target Annual Cash IncentiveTARGET ANNUAL CASH INCENTIVE

The target annual cash incentive is expressed as a percentage of each named executive officer’s base salary and is set at the beginning of each year by the Compensation Committee.  The threshold annual incentive opportunity for each named executive officer ranges from 7.55.0 percent to 1510.0 percent of their target opportunity, and the maximum annual incentive opportunity ranges from 92.595.0 percent to 185190.0 percent of their target opportunity.  The target opportunity for each named executive officer is as follows:

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 market share attainment, consumer satisfaction index score (“CSI”), and inventory turnover.

              2022 PROXY STATEMENT  28

The target criteria and actual fiscal year 20212022 results for Total Company Revenue, Adjusted EBITDA, and the strategic metrics, which consist of market share attainment, consumer satisfaction index score, and inventory turnoverCSI scores, are as follows: