MasterCraft Boat Holdings Inc. filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Leadership Transition
On April 7, 2025, Timothy M. Oxley, Chief Financial Officer (“CFO”) of MasterCraft Boat Holdings, Inc. (the “Company”) announced his resignation as CFO, effective June 30, 2025 (the “CFO Resignation Date”), and retirement from the Company, effective December 31, 2025 (the “Retirement Date”), pursuant to a Retirement and Transition Agreement as summarized below. Scott Kent, Vice President of Finance, will succeed Mr. Oxley as CFO, effective July 1, 2025.
Mr. Kent has served as Vice President of Finance for the Company since 2018, leading the finance function, including accounting, financial planning and analysis, financial reporting, and treasury. Throughout his tenure, he has also helped lead operational and strategic advancements across the business. Prior to joining the Company, Mr. Kent served as Chief Financial Officer at Brunswick Boat Group and Recreational Boat Group, as well as various positions of increasing responsibility throughout his 33 years of professional experience, including 28 years of direct marine industry experience. Mr. Kent earned a Bachelor of Science in Accounting from Milligan College and was formerly a Certified Public Accountant.
Oxley’s Retirement Agreement
As noted above, in connection with Mr. Oxley’s retirement, the Company and Mr. Oxley entered into a Retirement and Transition Agreement, dated April 7, 2025 (the “Retirement and Transition Agreement”), pursuant to which Mr. Oxley will resign from his position as CFO, effective June 30, 2025, and will remain employed as a Special Advisor of the Company until the Retirement Date (the “Transition Period”). During the Transition Period, Mr. Oxley will be tasked with providing financial and strategic advice and support to ensure a smooth transition, advising on historical matters and such other activities as may be requested from time to time by the Board of Directors (the “Board”). During the Transition Period, Mr. Oxley will be entitled to the following: (i) continuation of his base salary in effect prior to the CFO Resignation Date ($392,600 per annum) through the end of the Transition Period; (ii) a one-time grant of restricted stock units with a fair market value on the date of grant equal to $200,000, vesting on June 30, 2026; (iii) all outstanding equity incentive awards shall fully vest as of the Retirement Date, except those that are subject to performance metrics, which will vest through the final vesting date of such awards; and (iv) continuation of certain other benefits through the end of the Transition Period. Additionally, to further ensure a smooth transition, Mr. Oxley will serve as an outside consultant to the Company from January 1, 2026 until such time as he and the Company agree in writing. The Retirement and Transition Agreement also contains customary general release of claims and various restrictive covenants, including non-competition, non-solicitation and confidentiality. The foregoing summary of the Retirement and Transition Agreement is not complete and is subject to, qualified in its entirety by, and should be read in conjunction with, the full text of the Retirement and Transition Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Mr. Oxley’s retirement was not a result of any disagreement with the Company on any matters related to its operations, policies or practices.
Kent’s Offer Letter
In connection with Mr. Kent’s appointment as Chief Financial Officer, the Company provided an offer letter, dated as of March 31, 2025, which provides for the following key compensation and benefits:
Mr. Kent will also enter into the Company’s standard form of indemnification agreement for directors and officers, a form of which was previously filed by the Company as Exhibit 10.9 to the Company’s Registration Statement on Form S-1/A on July 7, 2015.
There are no arrangements or understandings between Mr. Kent and any other persons pursuant to which he was elected as an officer of the Company. There are also no family relationships between Mr. Kent and any director or executive officer of the Company. Mr. Kent has no direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing summary of the Offer Letter is not complete and is subject to, qualified in its entirety by, and should be read in conjunction with, the full text of the Offer Letter, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01. Other Events.
On April 7, 2025, the Company issued a press release announcing Mr. Oxley’s retirement and Mr. Kent’s appointment as Chief Financial Officer. A copy of the press release is furnished as Exhibit 99.1 hereto. This information is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being furnished as part of this report:
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Description |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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MASTERCRAFT BOAT HOLDINGS, INC. |
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Date: |
April 7, 2025 |
By: |
/s/ TIMOTHY M. OXLEY |
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Timothy M. Oxley |