mbuu-20260910

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

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☐ Definitive Proxy Statement

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☐ Soliciting Material under §240.14a-12

MALIBU BOATS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PRELIMINARY COPY — SUBJECT TO COMPLETION

5075 Kimberly Way

Loudon, Tennessee 37774

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS

To Be Held on November 3, 2026

Date

Time

Record Date

Location

Tuesday, November 3, 2026

8:00 a.m., Eastern Time

Close of business on September 8, 2026

1406 Wilkinson Pike, Maryville, TN 37803

Malibu Boats, Inc. will hold its 2026 annual meeting of stockholders (the “Annual Meeting”) at the Meeting House at RT Lodge, 1406 Wilkinson Pike, Maryville, Tennessee 37803, on Tuesday, November 3, 2026, at 8:00 a.m., Eastern Time. The Board of Directors (the "Board") of Malibu Boats, Inc. solicits your proxy for the Annual Meeting. The proxy materials were either made available to you over the internet or mailed to you on or about September [ ], 2026. At the Annual Meeting, you will be asked to:


1			Elect the Board's two Class I nominees named in the accompanying Proxy Statement to hold office for a three-year term
2			Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year 2027
3			Approve, on an advisory basis, the compensation of our named executive officers
4			Approve an amendment to our certificate of incorporation relating to the removal of directors
5			Approve an amendment to our certificate of incorporation to limit the liability of certain officers in accordance with recent amendments to Delaware law

In addition, at the Annual Meeting, we will conduct any other business that may properly come before the meeting. Only Class A and Class B common stockholders of record as of the close of business on September 8, 2026 may vote at the Annual Meeting or adjournments thereof. A list of all stockholders entitled to vote at the Annual Meeting will be available for examination, for any purpose germane to the Annual Meeting, during regular business hours at our principal executive offices at 5075 Kimberly Way, Loudon, Tennessee 37774 for a ten day period ending on the date before the Annual Meeting.

For the meaning of certain capitalized terms used in this Proxy Statement, please see "Certain Defined Terms" on page 71.



Malibu Boats, Inc.	i	2026 Proxy Statement

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders: This Proxy Statement and our 2026 Annual Report on Form 10-K are available on the Internet at http://materials.proxyvote.com/56117J.



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



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


			By Order of the Board of Directors,
			Brooke Zinter
			General Counsel and Secretary

Loudon, Tennessee

September [ ], 2026

5075 Kimberly Way

Loudon, Tennessee 37774



Malibu Boats, Inc.	ii	2026 Proxy Statement

TABLE OF CONTENTS


			Page
PROXY SUMMARY			1
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS			7
Directors of the Company			7
Executive Officers of the Company			13
CORPORATE GOVERNANCE			14
Corporate Governance Principles			14
Director Independence			14
Board Committees			15
Meetings and Attendance			18
Annual Board Evaluation			18
Board Leadership Structure			18
Risk Oversight			19
Policy on Hedging and Pledging			21
Executive Development and Succession Planning			21
Director Nomination Process			21
Code of Business Conduct and Code of Ethics			21
Stockholder Communications with the Board			21
Engagement with Stockholders			22
DIRECTOR COMPENSATION			23
COMPENSATION DISCUSSION AND ANALYSIS			26
Introduction			26
Summary of Fiscal 2026 Compensation Decisions			26
Compensation Program Objectives			28
Role of the Compensation Committee			28
Role of the Compensation Consultant			28
Peer Companies			29
The Role of the Stockholder Say-on-Pay Votes			29
Material Elements of Compensation			30
Policy with Respect to Section 162(m)			34



Malibu Boats, Inc.	iii	2026 Proxy Statement


			Page
COMPENSATION COMMITTEE REPORT			36
EXECUTIVE COMPENSATION			37
Summary Compensation Table			37
Employment Agreements			38
Grants of Plan-Based Awards			39
Description of Equity Awards			39
Outstanding Equity Awards at Fiscal Year-End			39
Option Exercises and Stock Vested Table			40

Potential Payments upon Termination or Change in Control			41
PAY VERSUS PERFORMANCE			44
CEO PAY RATIO DISCLOSURE			50
EQUITY COMPENSATION PLAN INFORMATION			51
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			52
AUDIT COMMITTEE REPORT			55
AUDIT INFORMATION			56
PROPOSAL 1 - ELECTION OF DIRECTORS			57
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			58
PROPOSAL 3 - ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			59
PROPOSAL 4 - APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION RELATING TO THE REMOVAL OF DIRECTORS			60
PROPOSAL 5 - APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS IN ACCORDANCE WITH RECENT AMENDMENTS TO DELAWARE LAW			61
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			64
INFORMATION ABOUT THE ANNUAL MEETING			66
OTHER MATTERS			73
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2027 ANNUAL MEETING OF STOCKHOLDERS			74
ANNUAL REPORT TO STOCKHOLDERS			76
APPENDIX A - RECONCILIATION OF NON-GAAP FINANCIAL ADJUSTED EBITDA			A-1



Malibu Boats, Inc.	iv	2026 Proxy Statement


Proposal		Board Recommendations	For More Information
1	Elect the Board's two Class I nominees named in the accompanying Proxy Statement to hold office for a three-year term	FOR	See page 57
2	Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2027	FOR	See page 58
3	Approve, on an advisory basis, the compensation of our named executive officers	FOR	See page 59
4	Approve an amendment to our certificate of incorporation relating to the removal of directors	FOR	See page 60
5	Approve an amendment to our certificate of incorporation to limit the liability of certain officers in accordance with recent amendments to Delaware law	FOR	See page 61


Name and Primary Occupation	Age	Director Since	Independent	Other Public Boards	Current Committees
James R. Buch Former Chief Executive Officer of UMA Enterprises, Inc.	72	2014	Yes	—	• Audit • Nominating and Governance
Ivar S. Chhina Former Chief Financial Officer and Executive Vice President of Recreational Equipment, Inc.	63	2014	Yes	—	• Audit • Nominating and Governance
Melanie K. Cook Former Chief Operating Officer of GE Appliances	54	2025	Yes	2	• Audit • Compensation • Nominating and Governance
Michael K. Hooks Co-Founder and Managing Director of Black Canyon Capital, LLC	64	2014	Yes	—	• Nominating and Governance
Mark W. Lanigan Co-Founder and Managing Director of Black Canyon Capital, LLC	66	2014	Yes	—	• Compensation • Nominating and Governance
Steven D. Menneto President and Chief Executive Officer of Malibu Boats, Inc.	61	2024	No	—
Peter E. Murphy Founder and Chief Executive Officer of Wentworth Capital Management	63	2014	Yes	1	• Compensation • Nominating and Governance
Nancy M. Taylor Former President and Chief Executive Officer of Tredegar Corporation	66	2023	Yes	—	• Audit • Nominating and Governance



			Ivar S. Chhina Director


			Mr. Chhina has been a member of our Board since February 2014. Now retired, from 2009 to 2011, he served as the chief financial officer and executive vice president for Recreational Equipment, Inc. (REI), a national retailer of outdoor recreational equipment and apparel, and previously served on REI’s board from 2006 to 2009, where he was chair of its audit and finance committee as well as board vice chair. From 2001 to 2007, Mr. Chhina was chairman and chief executive officer, and previously chief operating officer and chief restructuring officer of Interdent, Inc., a health care services company. From 1991 to 2001, Mr. Chhina held senior executive, finance and operational roles with several portfolio companies of Mehta & Company, a private equity firm for which he was an operating partner and is currently a venture partner. Mr. Chhina also currently serves on the boards of directors and as chair of the audit committees for Sage Dental Management LLC, Femwell Group Health LLC, and SP L2 Holdings, LLC d/b/a Ledge Lounger Inc., and as a board observer for Evology LLC (dba Aptive Environmental), all of which are private companies; and as a board director for Agribank, FCB, a wholesale bank for the U.S. Farm Credit System, for which he also currently serves as chair of the audit committee. Previously, he held executive positions and/or board directorships with several companies, including as interim chief executive officer, and later as a director/advisor to the managing member of JDC Management LLC, on the board of directors of Lone Peak Holdings LLC, PPV Holding Company LLC, Troy Lee Designs Inc., Stat Health Holding LLC, DDP DMO Superholdings LLC, and Dimensional Dental Management LLC. He has also served on and chaired boards and committees of charitable and educational entities, including as a board director and member of the audit and finance committee of the Pacific Science Center, as a director and chair of the finance committee of the Washington chapter of The Nature Conservancy, and as a director, board chair and finance chair of Fort Mason Center. Mr. Chhina received an M.A. in international policy studies from the Middlebury College Monterey Institute and a dual B.A. in economics and political science from the University of Nevada Reno. We believe Mr. Chhina is qualified to serve on the Board based on his financial expertise, knowledge of the recreational products industry and extensive experience advising, operating and directing businesses across multiple industries.



			Mark W. Lanigan Director


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



			James R. Buch Director


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



			Steven D. Menneto President, Chief Executive Officer and Director


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



			Peter E. Murphy Director


			Mr. Murphy has been a member of our Board since February 2014. He is the founder and chief executive officer of Wentworth Capital Management, a private investment and venture capital firm focused on media, technology and branded consumer businesses. From 2009 to 2011, he served as president of strategy & development of Caesars Entertainment, where he was responsible for corporate strategy and growth, mergers and acquisitions, corporate development and real estate development around the world. From 2007 to 2008, Mr. Murphy served as an operating partner at Apollo Global Management and, prior to that, he spent 18 years in senior executive roles with The Walt Disney Company, including as chief strategic officer of The Walt Disney Company and as chief financial officer of ABC, Inc. Since January 2026, Mr. Murphy also serves as a board member of FirstSun Capital Bancorp (Nasdaq: FSUN). Until 2019, Mr. Murphy served as a board member and chairman of the audit committee of Tribune Media (NYSE: TRCO), and was a board advisor to DECA TV. He has previously served as chairman of the board of Revel Entertainment and on the boards of The Stars Group, Inc., Dial Global and Fisher Communications. Mr. Murphy received an M.B.A. from the Wharton School of Business and a bachelor’s degree, magna cum laude and Phi Beta Kappa, from Dartmouth College. We believe Mr. Murphy is qualified to serve on the Board because of his long history as an executive and director of national and international companies and experience facilitating international growth and strategy.



			Melanie K. Cook Director


			Ms. Cook has been a member of our Board since June 2025. From 2017 until her retirement in 2021, Ms. Cook was Chief Operating Officer of GE Appliances, a Haier Smart Home Company and home appliance manufacturer, where she was responsible for operational leadership for the multi-billion-dollar revenue of the GE Appliances business with 13,000 employees globally. Between 2009 and 2017, Ms. Cook served in numerous executive and operational leadership roles at the General Electric Company, a multinational power, renewable energy, aviation and healthcare company (“GE”), including Vice President, Sourcing, GE Appliances from 2014 to 2017, General Manager, Cooking Products, GE Appliances from 2011 to 2014, General Manager, Industrial Communications, GE Digital Energy from 2009 to 2011, and President of Azdel Inc., a joint venture between GE Plastics and PPG Industries from 2006 to 2008. Prior to 2006, Ms. Cook served in various roles at GE in information technology, product marketing and auditing. Ms. Cook serves on the boards of directors of the following companies: since 2023, Commercial Vehicle Group, Inc. (NASDAQ: CVGI), where she serves on the audit committee and chairs the compensation committee; since 2022, Badger Meter, Inc. (NYSE: BMI), where she serves on the audit and compliance committees; since 2022, Thetford Corporation, a privately-owned provider of mobile sanitary and kitchen products, where she is chair of the audit committee; and since 2021, The Legacy Companies, a privately-owned provider of food service and consumer products. Ms. Cook previously served as a board member of the Association of Home Appliance Manufacturers from 2013 to 2021, including Chair from 2016 to 2018, the National Association of Manufacturers from 2018 to 2021 and Mabe Joint Venture from 2016 to 2021. Ms. Cook holds a Bachelor of Science in Business Administration, with a specialty in Decision and Information Sciences from the University of Florida. We believe Ms. Cook is qualified to serve on the Board because of her extensive experience as a director of publicly traded companies engaged in a variety of industries, strategic insights and senior leadership experience.



			Michael K. Hooks Chairman of the Board and Director


			Mr. Hooks has served as the Chair of our Board since February 2014. For an interim period after the departure of our former Chief Executive Officer in 2024, Mr. Hooks served as Executive Chair of the Board from February 2024 to August 2024 and a member of the Office of Chief Executive Officer from May 2024 to August 2024. Mr. Hooks was a director of the LLC from May 2006 until our recapitalization in connection with the IPO in February 2014. He is a cofounder and has been managing partner of Westhook Capital LLC since 2017, and he is a co-founder and has been a managing director of Black Canyon Capital LLC since 2004. Previously, Mr. Hooks was a co-head of the Los Angeles office of Credit Suisse First Boston and a managing director in the Los Angeles office of Donaldson, Lufkin & Jenrette. Since December 2025, Mr. Hooks also serves on the board and as chairman of LFSN TopCo LLC (dba LifeScan), a private company. He previously served on the boards of directors of Metco Landscape Holdings, LLC, JDC Healthcare Management, Saunders & Associates, TASI Holdings, Virgin America, Logan’s Roadhouse and Switchcraft, as well as the Supervisory Board of Pfeiffer Vacuum Technology, at the time a public company listed on the New York Stock Exchange. Mr. Hooks received a degree in Economics from Princeton University and an M.B.A. with distinction from the Wharton School of Business. Based on his extensive experience as an investment banker advising companies on their financing and strategic alternatives, his experience as a private equity manager working with companies and their management teams to grow and improve their businesses, and his deep knowledge of Malibu Boats, Inc. given his initial tenure as a board member of the LLC, we believe Mr. Hooks is qualified to serve on the Board.



			Nancy M. Taylor Director


			Ms. Taylor became a member of our Board of Directors in April 2023. She previously served as the President and Chief Executive Officer of Tredegar Corporation, a global manufacturing company, from 2010 until 2015 and was a member of Tredegar’s board of directors from early 2010 until June 2015. During her 24-year career with Tredegar, Ms. Taylor held a variety of leadership positions, including President of Tredegar Film Products, Senior Vice President, Strategy, and General Counsel. From April 2018 through June 2026, Ms. Taylor served as director of TopBuild Corp. (Nasdaq: BLD), where she has served as chair of the governance committee and a member of the audit committee and compensation committee. Ms. Taylor was a member of the board of directors of Verso Corporation from November 2019 through March 2022, where she served as chair of the audit committee and as a member of the compensation committee and the corporate governance and nominating committee, and LL Flooring Holdings, Inc. (NYSE: LL), where she served as chair of the board from November 2015 through July 2024 and as a member of the nominating and corporate governance committee and the compliance and regulatory affairs committee. Ms. Taylor also served on the board of the Boys & Girls Club of Metro Richmond (Virginia) from July 2014 to June 2024. Ms. Taylor holds a bachelor’s degree in Political Science from the College of the Holy Cross and a J.D. degree from The Catholic University of America, Columbus School of Law. We believe Ms. Taylor is qualified to serve on the Board based on her many years of experience in senior management in both operational and commercial leadership roles, including serving as chief executive officer of a publicly-traded global manufacturer, her strong knowledge of corporate governance and her experience as a director of various public companies.


Name	Age	Principal Position
Steven D. Menneto	61	President and Chief Executive Officer
David S. Black	43	Chief Financial Officer (As of November 13, 2025)



			David S. Black Chief Financial Officer


			Mr. Black has served as our Chief Financial Officer since November 13, 2025. Prior to that, he served as the Company’s Vice President, Finance since November 2023, having previously served as the Company’s interim Chief Financial Officer from April 2023 to November 2023. Mr. Black also served as the Company’s Corporate Controller from November 2020 to April 2023 after joining the Company as Director of Internal Audit in 2017. Mr. Black has over 19 years of experience in accounting and finance working for both public and private companies. Mr. Black received a B.A. in finance from Fairmont State University. Mr. Black is a Certified Public Accountant.


Director	Audit Committee	Compensation Committee	Nominating and Governance Committee

James R. Buch
Ivar S. Chhina*
Michael J. Connolly**
Michael K. Hooks
Mark W. Lanigan
Peter E. Murphy
Melanie K. Cook
Nancy M. Taylor



AUDIT COMMITTEE						Our Audit Committee oversees our corporate accounting and financial reporting process. All members of the Audit Committee have been determined to be "independent" and "financially literate" by our Board in accordance with the rules of the SEC and applicable Nasdaq rules, and our Board has determined that Mr. Chhina qualifies as an "audit committee financial expert" as the term is defined in the rules and regulations established by the SEC. Among other matters, the Audit Committee: •oversees the selection and appointment, compensation, retention and oversight of the work of any independent auditors; •evaluates, together with the Board and management, the performance of the independent auditors; •reviews our audited financial statements and quarterly financial results, including the related disclosures and discusses them with management and the independent auditors; •reviews the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; •reviews any significant changes to our accounting principles and practices; •reviews and discusses with management risks related to data privacy, technology and information security, including cybersecurity, and back-up of information systems and the steps we have taken to monitor and control such exposures; •reviews and approves related party transactions; and •at least annually reviews and evaluates the committee’s performance and reports the same to the Board and assesses the adequacy of the Audit Committee charter. The Audit Committee operates under a written charter adopted by the Board that satisfies the applicable standards of Nasdaq.


Members Ivar S. Chhina (Chair) James R. Buch Melanie K. Cook Nancy M. Taylor


Number of Meetings During Fiscal 2026 6



COMPENSATION COMMITTEE						All members of the Compensation Committee have been determined by our Board to meet the heightened independence requirements prescribed under the Nasdaq rules for compensation committee members. Among other matters, the Compensation Committee: • reviews and approves the compensation of our Chief Executive Officer and other executive officers, including salaries, bonuses, perquisites and awards of equity-based compensation, approves all employment, severance and similar agreements for executive officers, makes recommendations to the Board with respect to our stock-based benefit plans, administers our stock-based benefit plans and makes recommendations to the Board concerning the compensation of directors; • reviews and approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives, and either approves or makes recommendations to the independent members of the Board regarding compensation of these officers based on such evaluations and •reviews and evaluates, at least annually, the performance of the Compensation Committee. The Compensation Committee operates under a written charter adopted by the Board that satisfies the applicable standards of Nasdaq.


Members Mark W. Lanigan (Chair) Melanie K. Cook Michael J. Connolly Peter E. Murphy


Number of Meetings During Fiscal 2026 2



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


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


Number of Meetings During Fiscal 2026 4


Compensation Element			Fiscal 2026

Annual Board Cash Retainer •Payable in quarterly installments in arrears			$65,000
Annual Board/New Board Member Equity Retainer •Granted in the form of stock units or shares of Class A common stock for the upcoming year			$110,000
Annual Board Chair Cash Retainer