Document and Entity Information
Document and Entity Information | 12 Months Ended |
Jun. 30, 2024 | |
Cover [Abstract] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Registrant Name | MASTERCRAFT BOAT HOLDINGS, INC. |
Entity Central Index Key | 0001638290 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Mar. 17, 2024 | Jun. 30, 2024 USD ($) PerShare | Jun. 30, 2023 USD ($) PerShare | Jun. 30, 2022 USD ($) PerShare | Jun. 30, 2021 USD ($) PerShare | |
Pay vs Performance Disclosure | ||||||
Pay vs Performance Disclosure, Table | PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid ("CAP") and certain financial performance of the Company, illustrating pay versus performance, or PvP. CAP does reflect the actual amount of compensation earned or paid to our named executive officers ("NEOs"). For further information concerning the Company's variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company's performance, refer to our "Compensation Discussion and Analysis" section above. YEAR(1) SUMMARY COMPENSATION TABLE TOTAL FOR CURRENT PEO ($)(2) SUMMARY COMPENSATION TABLE TOTAL FOR FORMER PEO ($)(2) COMPENSATION ACTUALLY PAID TO CURRENT PEO ($)(3) COMPENSATION ACTUALLY PAID TO FORMER PEO ($)(4) AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS ($)(2) AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS ($)(5) VALUE OF INITIAL FIXED $100 INVESTMENT:(6) NET INCOME(8) DILUTED ADJUSTED EARNINGS PER SHARE - CONTINUING OPERATIONS(9) TOTAL SHAREHOLDER RETURN ($) PEER GROUP TOTAL SHAREHOLDER RETURN ($)(7) 2024 1,286,797 2,379,662 1,145,759 527,528 678,083 338,694 99 142 7,800 1.22 2023 — 2,739,387 — 3,294,156 625,082 699,517 161 131 68,937 5.35 2022 — 2,491,868 — 1,733,828 642,236 425,477 110 118 58,214 5.01 2021 — 3,208,666 — 4,806,992 758,056 969,949 138 160 56,170 3.34 (1) Bradley M. Nelson served as the Company's principal executive officer ("PEO") beginning March 18, 2024. Frederick A. Brightbill served as the Company's PEO through March 17, 2024 and for the entirety of 2023, 2022, and 2021 and the Company's other NEOs for the applicable years were as follows: a. 2024: Timothy M. Oxley, George Steinbarger, and Stephan Cloutier b. 2023: Timothy M. Oxley, George Steinbarger, Patrick May, and Stephan Cloutier c. 2021-2022: Timothy M. Oxley, George Steinbarger, Patrick May, and Scott Womack (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Nelson and (ii) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Brightbill (iii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs other than the PEO for such years. (3) Amounts reported in this column represent the CAP for Mr. Nelson as the Company's PEO in the indicated fiscal years, as computed in accordance with Item 402(v) of Regulation S-K, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown below. The Company does not have a defined benefit pension plan or pay dividends, so no pension or dividend adjustments were made. CURRENT PEO ADJUSTMENTS(1) 2024 ($) 2023 ($) 2022 ($) 2021 ($) Summary Compensation Table - Total Compensation 1,286,797 — — — - Grant Date Fair Value of Stock Awards Grants in Fiscal Year ( 1,000,002 ) — — — + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year 858,964 — — — + / - Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years — — — — + Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year — — — — + / - Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year — — — — = Compensation Actually Paid 1,145,759 — — — (1) The valuation assumptions used to calculate the fair values of equity awards did not materially differ from those disclosed at the time of grant. Refer to the "Grants of Plan-Based Awards in 2024" table on page 44 for discussion of the valuation assumptions used for equity awards. (4) Amounts reported in this column represent the CAP for Mr. Brightbill as the Company's PEO in the indicated fiscal years, as computed in accordance with Item 402(v) of Regulation S-K, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown below. The Company does not have a defined benefit pension plan or pay dividends, so no pension or dividend adjustments were made. FORMER PEO ADJUSTMENTS(1) 2024 ($) 2023 ($) 2022 ($) 2021 ($) Summary Compensation Table - Total Compensation 2,379,662 2,739,387 2,491,868 3,208,666 - Grant Date Fair Value of Stock Awards Grants in Fiscal Year ( 1,450,023 ) ( 1,450,021 ) ( 1,050,037 ) ( 1,373,637 ) + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year 433,315 981,352 733,810 2,030,848 + / - Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years ( 593,859 ) 86,161 ( 395,221 ) 888,619 + Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year 216,648 314,530 141,477 — + / - Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year ( 458,215 ) 622,747 ( 188,069 ) 52,496 = Compensation Actually Paid 527,528 3,294,156 1,733,828 4,806,992 (1) The valuation assumptions used to calculate the fair values of equity awards did not materially differ from those disclosed at the time of grant. Refer to the "Grants of Plan-Based Awards in 2024" table on page 45 for discussion of the valuation assumptions used for equity awards. (5) Amounts reported in this column represent the CAP for the Company's non-PEO NEOs in the indicated fiscal year, as computed in accordance with Item 402(v) of Regulation S-K, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below, using the same methodology described above in Note 3. The Company does not have a defined benefit pension plan or pay dividends, so no pension or dividend adjustments were made. NON-PEO NEOs AVERAGE ADJUSTMENTS 2024 ($) 2023 ($) 2022 ($) 2021 ($) Summary Compensation Table - Total Compensation 678,083 625,082 642,236 758,056 - Grant Date Fair Value of Stock Awards Grants in Fiscal Year ( 333,938 ) ( 212,833 ) ( 185,470 ) ( 260,787 ) + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year 144,023 144,042 100,003 334,674 + / - Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years ( 74,170 ) 11,265 ( 52,720 ) 138,565 + Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year 27,980 46,167 19,255 — + / - Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year ( 58,607 ) 85,794 ( 35,663 ) ( 559 ) - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year ( 44,677 ) — ( 62,164 ) — = Compensation Actually Paid 338,694 699,517 425,477 969,949 (6) Total shareholder return ("TSR") is cumulative for the measurement period beginning on June 30, 2020, calculated in accordance with Item 201(e) of Regulation S-K. (7) The TSR Peer Group consists of the Russell 2000 Index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. (8) Reflects Net Income as shown in the Company's Annual Report on Form 10-K for the indicated fiscal years. (9) For fiscal 2024, the CHC Committee determined that Diluted Adjusted Earnings Per Share (EPS) continues to be viewed as a core driver of the Company's performance and shareholder value creation. Diluted Adjusted EPS is a non-GAAP financial measure. Please see Appendix A for a reconciliation of non-GAAP financial measures. | |||||
Company Selected Measure Name | Diluted Adjusted Earnings Per Share (EPS) | |||||
Named Executive Officers, Footnote | (1) Bradley M. Nelson served as the Company's principal executive officer ("PEO") beginning March 18, 2024. Frederick A. Brightbill served as the Company's PEO through March 17, 2024 and for the entirety of 2023, 2022, and 2021 and the Company's other NEOs for the applicable years were as follows: a. 2024: Timothy M. Oxley, George Steinbarger, and Stephan Cloutier b. 2023: Timothy M. Oxley, George Steinbarger, Patrick May, and Stephan Cloutier c. 2021-2022: Timothy M. Oxley, George Steinbarger, Patrick May, and Scott Womack | |||||
Peer Group Issuers, Footnote | (7) The TSR Peer Group consists of the Russell 2000 Index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. (8) Reflects Net Income as shown in the Company's Annual Report on Form 10-K for the indicated fiscal years. | |||||
Adjustment To PEO Compensation, Footnote | (3) Amounts reported in this column represent the CAP for Mr. Nelson as the Company's PEO in the indicated fiscal years, as computed in accordance with Item 402(v) of Regulation S-K, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown below. The Company does not have a defined benefit pension plan or pay dividends, so no pension or dividend adjustments were made. CURRENT PEO ADJUSTMENTS(1) 2024 ($) 2023 ($) 2022 ($) 2021 ($) Summary Compensation Table - Total Compensation 1,286,797 — — — - Grant Date Fair Value of Stock Awards Grants in Fiscal Year ( 1,000,002 ) — — — + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year 858,964 — — — + / - Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years — — — — + Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year — — — — + / - Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year — — — — = Compensation Actually Paid 1,145,759 — — — (1) The valuation assumptions used to calculate the fair values of equity awards did not materially differ from those disclosed at the time of grant. Refer to the "Grants of Plan-Based Awards in 2024" table on page 44 for discussion of the valuation assumptions used for equity awards. (4) Amounts reported in this column represent the CAP for Mr. Brightbill as the Company's PEO in the indicated fiscal years, as computed in accordance with Item 402(v) of Regulation S-K, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown below. The Company does not have a defined benefit pension plan or pay dividends, so no pension or dividend adjustments were made. FORMER PEO ADJUSTMENTS(1) 2024 ($) 2023 ($) 2022 ($) 2021 ($) Summary Compensation Table - Total Compensation 2,379,662 2,739,387 2,491,868 3,208,666 - Grant Date Fair Value of Stock Awards Grants in Fiscal Year ( 1,450,023 ) ( 1,450,021 ) ( 1,050,037 ) ( 1,373,637 ) + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year 433,315 981,352 733,810 2,030,848 + / - Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years ( 593,859 ) 86,161 ( 395,221 ) 888,619 + Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year 216,648 314,530 141,477 — + / - Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year ( 458,215 ) 622,747 ( 188,069 ) 52,496 = Compensation Actually Paid 527,528 3,294,156 1,733,828 4,806,992 | |||||
Non-PEO NEO Average Total Compensation Amount | $ 678,083 | $ 625,082 | $ 642,236 | $ 758,056 | ||
Non-PEO NEO Average Compensation Actually Paid Amount | $ 338,694 | 699,517 | 425,477 | 969,949 | ||
Adjustment to Non-PEO NEO Compensation Footnote | (5) Amounts reported in this column represent the CAP for the Company's non-PEO NEOs in the indicated fiscal year, as computed in accordance with Item 402(v) of Regulation S-K, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below, using the same methodology described above in Note 3. The Company does not have a defined benefit pension plan or pay dividends, so no pension or dividend adjustments were made. NON-PEO NEOs AVERAGE ADJUSTMENTS 2024 ($) 2023 ($) 2022 ($) 2021 ($) Summary Compensation Table - Total Compensation 678,083 625,082 642,236 758,056 - Grant Date Fair Value of Stock Awards Grants in Fiscal Year ( 333,938 ) ( 212,833 ) ( 185,470 ) ( 260,787 ) + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year 144,023 144,042 100,003 334,674 + / - Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years ( 74,170 ) 11,265 ( 52,720 ) 138,565 + Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year 27,980 46,167 19,255 — + / - Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year ( 58,607 ) 85,794 ( 35,663 ) ( 559 ) - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year ( 44,677 ) — ( 62,164 ) — = Compensation Actually Paid 338,694 699,517 425,477 969,949 | |||||
Compensation Actually Paid vs. Total Shareholder Return | CAP vs. TSR CAP vs. NET INCOME CAP vs. DILUTED ADJUSTED EPS | |||||
Compensation Actually Paid vs. Net Income | CAP vs. TSR CAP vs. NET INCOME CAP vs. DILUTED ADJUSTED EPS | |||||
Compensation Actually Paid vs. Company Selected Measure | CAP vs. TSR CAP vs. NET INCOME CAP vs. DILUTED ADJUSTED EPS | |||||
Tabular List, Table | The following is a list of financial performance measures, which in the Company's assessment represent the most important financial performance measures used by the Company to link CAP to the Named Executive Officers for 2024: FINANCIAL PERFORMANCE MEASURES Total Net Sales Adjusted EBITDA Diluted Adjusted EPS Total Shareholder Return | |||||
Total Shareholder Return Amount | $ 99 | 161 | 110 | 138 | ||
Peer Group Total Shareholder Return Amount | 142 | 131 | 118 | 160 | ||
Net Income (Loss) | $ 7,800 | $ 68,937 | $ 58,214 | $ 56,170 | ||
Company Selected Measure Amount | PerShare | 1.22 | 5.35 | 5.01 | 3.34 | ||
PEO Name | Bradley M. Nelson | Frederick A. Brightbill | Frederick A. Brightbill | Frederick A. Brightbill | Frederick A. Brightbill | |
Measure:: 1 | ||||||
Pay vs Performance Disclosure | ||||||
Name | Total Net Sales | |||||
Measure:: 2 | ||||||
Pay vs Performance Disclosure | ||||||
Name | Adjusted EBITDA | |||||
Measure:: 3 | ||||||
Pay vs Performance Disclosure | ||||||
Name | Diluted Adjusted EPS | |||||
Non-GAAP Measure Description | (9) For fiscal 2024, the CHC Committee determined that Diluted Adjusted Earnings Per Share (EPS) continues to be viewed as a core driver of the Company's performance and shareholder value creation. Diluted Adjusted EPS is a non-GAAP financial measure. Please see Appendix A for a reconciliation of non-GAAP financial measures. | |||||
Measure:: 4 | ||||||
Pay vs Performance Disclosure | ||||||
Name | Total Shareholder Return | |||||
Current PEO | ||||||
Pay vs Performance Disclosure | ||||||
PEO Total Compensation Amount | $ 1,286,797 | $ 0 | $ 0 | $ 0 | ||
PEO Actually Paid Compensation Amount | 1,145,759 | 0 | 0 | 0 | ||
Former PEO | ||||||
Pay vs Performance Disclosure | ||||||
PEO Total Compensation Amount | 2,379,662 | 2,739,387 | 2,491,868 | 3,208,666 | ||
PEO Actually Paid Compensation Amount | 527,528 | 3,294,156 | 1,733,828 | 4,806,992 | ||
PEO | Adjustment to Compensation Grant Date Fair Value of Stock Awards Grants in Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 1,373,637 | |||||
PEO | Adjustment to Compensation Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 2,030,848 | |||||
PEO | Adjustment to Compensation Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 888,619 | |||||
PEO | Adjustment to Compensation Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 0 | |||||
PEO | Adjustment to Compensation Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 52,496 | |||||
PEO | Current PEO | Adjustment to Compensation Grant Date Fair Value of Stock Awards Grants in Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | (1,000,002) | 0 | 0 | 0 | ||
PEO | Current PEO | Adjustment to Compensation Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 858,964 | 0 | 0 | 0 | ||
PEO | Current PEO | Adjustment to Compensation Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 | ||
PEO | Current PEO | Adjustment to Compensation Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 | ||
PEO | Current PEO | Adjustment to Compensation Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 | ||
PEO | Former PEO | Adjustment to Compensation Grant Date Fair Value of Stock Awards Grants in Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | (1,450,023) | (1,450,021) | (1,050,037) | |||
PEO | Former PEO | Adjustment to Compensation Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 433,315 | 981,352 | 733,810 | |||
PEO | Former PEO | Adjustment to Compensation Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | (593,859) | 86,161 | (395,221) | |||
PEO | Former PEO | Adjustment to Compensation Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 216,648 | 314,530 | 141,477 | |||
PEO | Former PEO | Adjustment to Compensation Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | (458,215) | 622,747 | (188,069) | |||
Non-PEO NEO | Adjustment to Compensation Grant Date Fair Value of Stock Awards Grants in Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | (333,938) | (212,833) | (185,470) | (260,787) | ||
Non-PEO NEO | Adjustment to Compensation Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 144,023 | 144,042 | 100,003 | 334,674 | ||
Non-PEO NEO | Adjustment to Compensation Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | (74,170) | 11,265 | (52,720) | 138,565 | ||
Non-PEO NEO | Adjustment to Compensation Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 27,980 | 46,167 | 19,255 | 0 | ||
Non-PEO NEO | Adjustment to Compensation Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | (58,607) | 85,794 | (35,663) | (559) | ||
Non-PEO NEO | Adjustment to Compensation Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | $ (44,677) | $ 0 | $ (62,164) | $ 0 |