MasterCraft Boat : 2021 Proxy Statement

MASTERCRAFT BOAT HOLDINGS, INC.

100 Cherokee Cove Drive

Vonore, Tennessee 37885

September 15 2021

Dear Shareholders

At MasterCraft, we are excited to see so many people embracing boating as a fun and safe recreational activity for enjoying the outdoors. We believe our record sales and earnings in 2021 from consumers seeking the boating lifestyle and supporting our br ands reflects the success of our focus on consumer experience, digital marketing, operational excellence and human capital development.

The credit for our success goes to the more than 1,500 employees that deliver the quality and innovation that underpins the strength of our MasterCraft, Aviara 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, developing and retaining our highly skilled and specialized workforce and keeping them safe, has been critical to our success

Our strategic focus

In 2021 our priority was executing our strategic growth plan to meet record demand. We focused on new product innovation to meet customer needs 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 each of our brands in a way they would typically do in traditional in person boat shows. The results we have seen in consumer site traffic, website engagement and lead generation have been dramatic.

We sustained the acceleration of operational excellence programs across all our manufacturing facilities to drive throughput improvements and enhance quality. Special mention goes to our outstanding supply chain team that did a tremendous job of minimizing the disruptions facing the industry to achieve our record production

Strengthening our Board

In July 2021 we elected Jennifer Deason to our Board of Directors. She brings a wealth of leadership financial and digital experience to support the company s growth. Ms. Deason s appointment increases the size of the Company s board to eight members all of whom bring diverse knowledge and skills and seven of which are independent. As part of our focus on enhancing accountability and improving governance, we continue on our transition to a fully declassified Board which will be completed by the 2022 meeting.

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

Sincerely

Frederick A. Brightbill

CEO and Chairman of the Board

MASTERCRAFT BOAT HOLDINGS, INC.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

			To be held October 19, 2021
Time:	9:00 am Eastern time
Date:	October 19 2021
Virtual Meeting Site:	Via a live audio-only webcast at www.proxydocs .com/mcft
	There is no physical location for the 2021 Annual Meeting
Record Date :	Shareholders of record at the close of business on September 3, 2021 are entitled to notice of and to vote at
	the Annual Meeting or any adjournments or postponements thereof.
Purpose:	(1) Elect five directors nominated by the Board of Directors for a term that expires at the next Annual
		Meeting of shareholders;
	(2) Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting
		firm for fiscal year 2022;
	(3)	Approve	on an advisory basis (i.e non binding), the compensation of the Company s named
	(4)	executive officers;
	Approve	on an advisory basis (i.e. non-binding), the frequency of which the advisory vote to approve
		the compensation of our named executive of		ficers should be held; and

(5) Consider and act upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof

Shareholders Register: A list of the shareholders entitled to vote at the Annual Meeting may be examined during regular business hours at our executive offices 100 Cherokee Cove Drive Vonore, Tennessee 37885 during the ten day period preceding the meeting. To access this list during the Annual Meeting, instructions will follow as

needed.

In light of the public health impact of the ongoing COVID -19 pandemic, for 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 order to attend the Annual Meeting, 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 regis tration, 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.

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.

By order of the Board of Directors

Frederick A. Brightbill

CEO and Chairman of the Board

September 15 2021

PROXY STATEMENT

Proxy Statement for Annual Meeting of Shareholders to be held on October 19, 2021

The Board of Directors 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"). 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 2021 Annual Report on Form 10-K will first be mailed to our shareholders on or about September 15 2021.

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, 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 19,022,668 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, 2021 : This Proxy Statement is first being sent to shareholders on or about September 15 2021. All shareholders and beneficial owners may access the proxy materials at www.proxydocs.com/mcft In addition this Proxy Statement and our 2021 Annual Report on Form 10 -K

are available at www. mastercraf.com

	TABLE OF CONTENTS
		Page
Proxy Statement Summary	1
Proposal 1	Election of Directors	5
Corporate Governance	11
How We are Governed and Govern	16
Director Compensation	17
Proposal 2 Ratification of the Appointment of the Independent Registered Public Accounting Firm	19
Audit Related Matters	20
Executive Officers	22
Sustainability	23
Proposal 3 Advisory Vote on Compensation of Named Executive Offices (Say-on-Pay)	25
Proposal 4 Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Named Executive	26
Offices (Say-When-on-Pay)
Compensation Discussion and Analysis	27
Beneficial Ownership of the Company's Securities	45
Certain Relationships and Related Party Transactions	47
Next Annual Meeting Shareholder Proposals	48
Questions Relating to this Proxy Statement	50
Other Matters	54
Appendix A	Reconciliation of Non-GAAP Measures	A-1

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 in formation that you should consider and you should read the entire proxy statement care fully before voting.

Annual Meeting Information

October 19 2021 at 9:00 am Eastern time

Via a live audio-only webcast at www.proxydocs.com/mcft. There is no physical location for the 2021 Annual Meeting. The record date is September 3, 2021

Items of Business

Pr

opos

al

Bo

ar

d

Vo

te

Rec

omme

nda

ti

on

Pa

ge

Re

fe

rence

(fo

r

more

inf

or

mat

ion)

1.

Elect five directors named in this Proxy Statement for terms

FOR ALL

5

that expire at the next Annual Meeting of shareholders

2.

Ratif

y

the

appointme

nt

of

our

indep

en

den

t

reg

istered

pu

blic

FOR

19

acco

u

nt

ing

fi

rm

fo

r

fi

scal

ye

ar

2022

3

Approve

on an advisory basis

(i. e. non-binding)

the

FOR

25

compensation of the Company s named executive officers

pr

ove

on

an

or

y

.e.

non-

e

4.

Ap

ad

vis

bas

is

(i

bind

ing)

th

1

YEAR

26

e

q

uenc

y

vote

to

ap

pr

ove

e

fr

of

wh

ich

the

advis

or

y

th

compensation of our named executive officers should be held

1