MCFT 8-K
MasterCraft Boat Holdings, Inc. (MCFT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 24, 2025, MasterCraft Boat Holdings, Inc. (the “Company”) announced that current President of the Company’s Pontoon segment, George Steinbarger, departed the Company effective February 24,2025. In connection with Mr. Steinbarger’s departure, the Company expects to enter into a Severance and Release Agreement (the “Severance Agreement”). Pursuant to the Severance Agreement, which includes a general release of claims by Mr. Steinbarger against the Company, Mr. Steinbarger will be eligible to receive a one-time lump sum payment of $102,500. Mr. Steinbarger will also be entitled to 4,664 shares of common stock underlying restricted stock awards that were scheduled to vest on March 4, 2025. The Separation Agreement provides Mr. Steinbarger with 21 days in which to review the Severance Agreement prior to accepting it. The Severance Agreement further provides that Mr. Steinbarger shall have the opportunity to revoke his acceptance of the Severance Agreement within seven calendar days of his execution thereof. The foregoing summary of the Severance Agreement is qualified in its entirety by the full text of the agreement, a form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 8.01 Other Events.
On February 24, 2025, the Company announced that Mike O’Connell, Senior Vice President of Operational Excellence at MasterCraft, will take on the additional role of President of the Company’s Pontoon Segment, effective February 24, 2025. The Company issued a press release on February 24, 2025, announcing the above changes, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being furnished as part of this report:
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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 hereunto duly authorized.
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MASTERCRAFT BOAT HOLDINGS, INC. |
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Date: |
February 24, 2025 |
By: |
/s/ TIMOTHY M. OXLEY |
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Timothy M. Oxley |
SEVERANCE & RELEASE AGREEMENT
This SEVERANCE & RELEASE AGREEMENT (this “Agreement”) is made and entered into effective as of the day of , 2025, by and between CREST MARINE, LLC, a Michigan limited liability company whose principal place of business is 2170 South M-52, Owosso, Michigan 48867 (hereinafter “Company”), and GEORGE STEINBARGER, an individual residing at 3620 Sandy Shore Drive, Lenoir City, Tennessee 37772 (hereinafter “Employee” or “You”). Hereinafter, Employee and the Company shall each be referred to individually as a “Party” or collectively as the “Parties.”
RECITALS:
WHEREAS, Employee has been an employee at-will of Company, MasterCraft Boat Company, LLC, Nautic Star, LLC, and/or one (1) of their affiliated companies since May 14, 2018, most recently serving in the position of President, and subject to the terms and conditions of the Employee Confidentiality & Non-Competition Agreement dated May 14, 2018, by and between Employee, on the one hand, and MasterCraft Boat Company, LLC, Nautic Star, LLC, and their affiliated companies, including but not limited to MCBC Holdings, Inc., MasterCraft International Sales Administration, Inc., MasterCraft Parts Limited, MasterCraft Services, Inc., and NS Transport, LLC (the “Confidentiality Agreement”) (the “Confidentiality Agreement”); and
WHEREAS, Company has decided that it is in its best interest to terminate the employment relationship with Employee and has provided notice of this decision to Employee;
WHEREAS, in connection with the termination of Employee’s employment from Company, the Parties mutually desire to resolve and completely settle any and all claims that now exist or may hereafter arise between them;
NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Company agrees to pay Employee the total amount of One Hundred Two Thousand Five Hundred and 00/100 Dollars ($102,500.00), which is the equivalent of sixteen (16) weeks of Employee’s current base salary, and Employee shall be entitled to vest certain shares of Holding’s common stock pursuant to that certain Second Amended and Restated MasterCraft 2015 Incentive Award Plan (the “Plan”) as set forth in Section 7.1 below (collectively, the “Severance Pay”). The Severance Pay will be reduced by any required withholdings for federal or state taxes or any other mandatory withholdings, as applicable. The Severance Pay base salary payment shall be paid in a lump sum on the first regular payday after this Agreement becomes effective and irrevocable provided Employee executes this Agreement on or before March 17, 2025. The Company shall have no obligation to extend to Employee any part of the Severance Pay if Employee fails to execute this Agreement by March 17, 2025, or Company terminates or rescinds this Agreement prior to March 17, 2025.
For purposes of clarity, and without in any way limiting the generality of the foregoing provisions, such released and waived Claims include any and all claims, liabilities, or causes of action arising under the Americans with Disabilities Act as Amended (ADAAA), the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (COBRA), the Coronavirus Aid, Relief, and Economic Security Act, as amended (CARES Act), the Employee Retirement Income Security Act of 1974, as amended (ERISA), the Ending Forced Arbitration of Sexual Assault and Sexual
Harassment Act of 2022, the Equal Pay Act, as amended (EPA), the Fair Labor Standards Act, as amended (FLSA), the Family and Medical Leave Act, as amended (FMLA), the Families First
Coronavirus Relief Act, as amended (FFCRA), the Genetic Information Nondiscrimination Act of 2008, as amended (GINA), the National Labor Relations Act, as amended, the Patient Protection and Affordable Care Act (PPACA), the Pregnancy Discrimination Act of 1978, as amended (PDA), the Pregnant Workers Fairness Act (PWFA), the Providing Urgent Maternal Protections for Nursing Mothers Act (PUMP), the Sarbanes-Oxley Act, the Securities and Exchange Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Uniformed Services Employment and Reemployment Rights Act, as amended (USERRA), 42 U.S.C. § 1981, as amended, the Tennessee Human Rights Act (THRA), the Tennessee Disability Act (TDA), the Tennessee Wage Regulation Act, the Tennessee Public Protection Act (TPPA), the Tennessee Pregnant Workers Fairness Act, the Tennessee Maternity and Adoption Care Leave Act, Tenn. Code Ann. § 50-1-108, Tenn. Code Ann. § 15-1-105, the California Constitution, as amended, the California Fair Employment and Housing Act, as amended, the California Labor Code, as amended, the California Family Rights Act, as amended, the California Consumer Privacy Act, as amended, or any and all other federal, state, or international laws, public policies, common law, orders, or regulations including, without limitation, those relating to employment, compensation, discrimination, retaliation, violation of public policy, whistleblower claims, constitutional claims, all claims for tortious discharge, defamation, libel or slander, assault or battery, breach of any alleged employment contract, negligent or intentional infliction of emotional distress, invasion of privacy, or any other claims or causes of action arising out of Employee’s employment with Company or the termination of Employee’s employment with Company. Employee does not waive rights or claims to unemployment benefits or workers’ compensation benefits under applicable law or to any claims that may arise, and are based entirely on, acts or omissions that occur, after the date this Agreement is executed.
Employee for unemployment benefits.
EXECUTE THIS AGREEMENT. By executing this Agreement, You are releasing MCBC and waiving any Claims You have or may have against MCBC that arise under the ADEA.
2.2 Participation and Accrual. Except as provided herein, from and after the Termination Date, Employee understands that he shall cease to participate in or accrue benefits under any employee benefit plan, program, policy, or arrangement of Company, any of its affiliated companies, or Holdings. Employee’s entitlement to receive any vested accrued benefits or vested accounts under MCBC’s benefit plans shall be determined in accordance with, and governed by, the respective terms of such plans, except that pursuant to the Plan, Employee shall be entitled to vest 4,664 Awards, as that term is defined in the Plan, that are scheduled to vest on or about March 4, 2025, pursuant to the express terms of Plan. However, the Company shall have no obligation to extend to Employee any part of the Severance Pay, including but not limited to this benefit, if Employee fails to execute this Agreement by March 17, 2025, or Company terminates or rescinds this Agreement prior to March 17, 2025.
any legal process, whatsoever, whether civil, criminal or administrative, including but not limited to subpoenas, summons, and discovery requests.
revocation, this Agreement will become effective and irrevocable on the eighth (8th) day after Employee signs.
County, Tennessee, or in the United States District Court for the Eastern District of Tennessee, Northern Division, sitting in Knoxville, Tennessee.
If to Employee: George Steinbarger
at the last address on file in Company’s records
If to Company: MasterCraft Boat Company, LLC 100 Cherokee Cove Drive Vonore, Tennessee 37885
Attn: Charlene Hampton
E-Mail: [email protected]
With a copy to: Norman G. Templeton, Esq.
Egerton, McAfee, Armistead & Davis, P.C. 900 S. Gay Street
14th Floor
Knoxville, TN 37902
E-Mail: [email protected]
PLEASE READ CAREFULLY. THIS GENERAL RELEASE INCLUDES
A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date first set forth in this Agreement.
EMPLOYEE:
George Steinbarger
CREST MARINE, LLC
By:
Its:
EXHIBIT A
The following is a complete list of any and all current work-related illness or injury that I have suffered that I believe would entitle me to workers’ compensation benefits for which I have not already received workers’ compensation benefits:
The following is a complete list of all amounts of wages, compensation, and reimbursable expenses to which I believe I am entitled other than any payment for work performed or reimbursable expenses incurred during the pay period immediately prior to the Termination Date and any paycheck errors of which I am aware:
The following is a complete list of any compliance violations or illegal or fraudulent activity which I have reason to believe is taking place at or related to Crest Marine, LLC, MasterCraft Boat Company, LLC, Nautic Star, LLC, MasterCraft Boat Holdings, Inc., or any of the foregoing entities’ operations of which I am aware as well as a list of all reports of compliance-related issues or illegal or fraudulent activities which I have reported to any third party:
EMPLOYEE:
Date:
George Steinbarger
Exhibit 99.1
FOR IMMEDIATE RELEASE
MasterCraft Names Industry Veteran, Mike O’Connell, as President of Pontoon Segment
VONORE, Tenn., February 24, 2025 – MasterCraft Boat Holdings, Inc. (NASDAQ: MCFT) (“MasterCraft” or the “Company”), today announced that Mike O’Connell, Senior Vice President of Operational Excellence will take on the additional role of President of the Company’s Pontoon Segment, effective immediately. Mr. O’Connell succeeds George Steinbarger, who has departed the Company.
A nearly 40-year veteran of the marine industry, Mike is well-prepared to lead our Pontoon segment. He is a proven leader who has been leading boat companies for decades. Mike joined MasterCraft in 2023 as President of Aviara Boats. As part of his background, he was President of Godfrey pontoons and Hurricane deck boats, as well as running various boat operations for Brunswick, Genmar, and Yamaha.
“At MasterCraft, we pride ourselves on the depth and talent of our management team and we are pleased to have an executive of Mike’s caliber on deck to lead our Pontoon segment,” said Brad Nelson, Chief Executive Officer of MasterCraft. “As we continue to navigate a challenged retail environment, Mike will play a critical role in positioning our Crest and Balise brands to capitalize on consumer interest as we enter the critical summer selling season. I would also like to thank George Steinbarger for his service to the company and many contributions during his time here. We wish him well.”
“Crest is a pontoon industry leader, and our newly launched Balise product line brings high potential. This is a very dynamic time for the industry, and I am honored to lead our Pontoon segment as we position our brands for long-term growth and success,” said O’Connell. “I am energized and looking forward to working with the team to execute on our go-to-market initiatives in the upcoming summer selling season.”
About MasterCraft Boat Holdings, Inc.:
Headquartered in Vonore, TN, MasterCraft Boat Holdings, Inc. (NASDAQ: MCFT) is a leading innovator, designer, manufacturer and marketer of premium recreational powerboats through its three wholly-owned brands, MasterCraft, Crest and Balise. Through these three brands, MasterCraft Boat Holdings has leading market share positions in two of the fastest-growing segments of the powerboat industry – performance sport boats and pontoon boats. For more information about MasterCraft Boat Holdings, please visit Investors.MasterCraft.com, www.MasterCraft.com, www.CrestPontoonBoats.com, and www.BalisePontoonBoats.com
Forward-Looking Statements
This press release includes forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Forward-looking statements can often be identified by such words and phrases as “believes,” “anticipates,” “expects,” “intends,” “estimates,” “may,” “will,” “should,” “continue” and similar expressions, comparable terminology or the negative thereof, and include statements in this press release concerning the resilience of our business model, our intention to drive value and accelerate growth, and our financial outlook.
Forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, including, but not limited to: changes in interest rates, general economic conditions, changes in trade priorities, policies and regulations (particularly as a result of the 2024 U.S. election), including the potential for increases or changes in duties, current and potentially new tariffs and quotas, demand for our products, persistent inflationary pressures, changes in consumer preferences, competition within our industry, our ability to maintain a reliable network of dealers, our ability to cooperate with our strategic partners, elevated inventories resulting in increased costs for dealers, our ability to manage our manufacturing levels and our fixed cost base, the successful introduction of our new products, the success of our strategic divestments, geopolitical conflicts, and financial institution disruptions. These and other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, filed with the Securities and Exchange Commission (the “SEC”) on August 30, 2024, could cause actual results to differ materially from those indicated by the forward-looking statements. The discussion of these risks is specifically incorporated by reference into this press release.
Any such forward-looking statements represent management's estimates as of the date of this press release. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release. We undertake no obligation (and we expressly disclaim any obligation) to update or supplement any forward-looking statements that may become untrue or cause our views to change, whether because of new information, future events, changes in assumptions or otherwise. Comparison of results for current and prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
Investor Contact:
MasterCraft Boat Holdings, Inc.
John Zelenak
Manager of Treasury & Investor Relations
Email: [email protected]
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