David Black
MALIBU BOATSAbout David Black
David S. Black is Chief Financial Officer of Malibu Boats, Inc. (effective Nov 13, 2025), age 43, with prior roles as VP Finance, interim CFO, Corporate Controller, and Director of Internal Audit; he holds a B.A. in finance (Fairmont State University) and is a CPA and CIA . Malibu’s FY2024 operating backdrop included net sales of $829.0M (down 40.3% YoY), Adjusted EBITDA of $82.2M (down 71.0%), and a 40% stock price decline in FY2024, with TSR down 33% since FY2019—context for incentive outcomes and pay-for-performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Malibu Boats, Inc. | Chief Financial Officer | Nov 2025–Present | Leads accounting, finance, IR, FP&A, tax, and SEC reporting; appointed following CFO transition . |
| Malibu Boats, Inc. | Vice President, Finance | Nov 2023–Nov 2025 | Senior finance leadership through demand normalization/inventory reset and CEO transition period . |
| Malibu Boats, Inc. | Interim Chief Financial Officer | Apr 2023–Nov 2023 | Stepped in after CFO resignation; earned AIP based on company metrics and individual objectives . |
| Malibu Boats, Inc. | Corporate Controller | Nov 2020–Apr 2023 | Led controllership and reporting functions prior to interim CFO appointment . |
| Malibu Boats, Inc. | Director, Internal Audit | 2017–Nov 2020 | Built internal audit capability post-IPO maturity phase . |
External Roles
No external public company directorships or committee roles were disclosed in the appointment 8‑K or recent proxy materials reviewed .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025/Current Terms |
|---|---|---|---|
| Base salary ($) | 236,000 | 273,269 (approved base $280,000) | 400,000 per Employment Agreement (effective 11/13/25) |
| Target annual bonus ($) | 89,775 (AIP target) | 112,000 (AIP target) | Up to 75% of salary (target) |
| One‑time/special bonuses ($) | — | 50,000 (interim CFO completion bonus) | — |
| Benefits/perqs | Standard benefits | Standard benefits | Company-owned boat usage; standard exec benefits |
Notes:
- FY2023–FY2024 salary and targets per DEF 14A; FY2025 reflects new CFO agreement .
Performance Compensation
Annual Incentive Plan (AIP) – FY2024
- Structure: Equally weighted GAAP Net Income and Adjusted EBITDA for NEOs; for Mr. Black (interim role), AIP included the same company metrics plus individual objectives; both company metrics needed ≥90% of target for any payout on the company portion .
- Outcome: No company-metric AIP payout for FY2024; Mr. Black received $22,400 based on individual performance; separate $50,000 special bonus for interim CFO completion .
| Metric | Weighting | Target | Threshold/Max design | Actual | Payout |
|---|---|---|---|---|---|
| GAAP Net Income (FY2024) | Not disclosed for Black (50% for others) | $138.9M | Threshold 90% (35% payout), Max 130% (200% payout); both metrics must ≥90% for any payout | Below threshold (no payout on company metrics) | $0 (company portion) |
| Adjusted EBITDA (FY2024) | Not disclosed for Black (50% for others) | $225.5M | Same as above | Below threshold (no payout on company metrics) | $0 (company portion) |
| Individual Objectives (interim CFO) | Not disclosed | Not disclosed | Discretion per plan | Achieved in part | $22,400 |
Long‑Term Incentives
- 2023–2024: Mr. Black received time‑based RSUs as retention for interim/finance roles; company did not grant options; other NEOs received PSUs on Relative TSR and Adjusted EBITDA, but Black’s awards were time‑based .
- 2025 CFO Appointment: One‑time $100,000 time‑based RSU grant vesting in three equal annual installments on each Nov 13 from 2026–2028 (grant date 11/13/25) .
| Grant/Type | Grant date | Shares/Value | Vesting | Performance link |
|---|---|---|---|---|
| RSU (time‑based) | 11/6/2023 | 2,162 RSUs; $97,009 grant‑date FV | Time‑based (see outstanding schedule below) | None (time‑based) |
| RSU (time‑based) | 5/6/2024 | 11,682 RSUs; $399,992 grant‑date FV | 25% on each of 2nd & 3rd anniversaries; 50% on 4th anniversary of 5/6/2024 | None (time‑based) |
| RSU (time‑based; CFO) | 11/13/2025 | $100,000 (shares based on close price at grant) | 1/3 each on 11/13/26, 11/13/27, 11/13/28 (cont. service) | None (time‑based) |
Equity Ownership & Alignment
- Beneficial ownership: 408 Class A shares (<1%); footnote lists unvested RSUs and their schedules (see below) .
- Pledging/hedging: Company prohibits hedging and pledging, with a limited case-by-case pledging exception (CFO must determine capacity to repay without pledged securities) .
- Options: No stock options outstanding as of June 30, 2024 (company does not grant options) .
Outstanding and Unvested Equity (as of 6/30/2024)
| Award | Unvested units | Market value at 6/30/24 ($35.04) |
|---|---|---|
| RSU tranche vesting 11/6/2024 | 196 | $6,867 |
| RSU tranche vesting semi‑annually starting 11/6/2024 (2 installments) | 154 | $5,396 |
| RSU tranche vesting semi‑annually starting 11/6/2024 (3 installments) | 429 | $15,050 |
| RSU tranche vesting semi‑annually starting 11/6/2024 (5 installments) | 1,801 | $63,095 |
| RSU (5/6/2024 grant) vesting 25%/25%/50% on 5/6/2026, 5/6/2027, 5/6/2028 | 11,682 | $409,337 |
Near‑term vesting cadence creates periodic liquidity windows (Nov 6 and May 6), plus new CFO grant vesting each Nov 13 (2026–2028), which can modestly increase selling pressure near those dates depending on personal diversification needs .
Employment Terms
| Term | Detail |
|---|---|
| Agreement/role | Employment Agreement effective 11/13/2025; Chief Financial Officer; reports to CEO |
| Base salary | $400,000 |
| Target bonus | Up to 75% of salary; must meet performance criteria set by Board/Comp Committee |
| Severance (no cause / good reason) | 12 months base salary, subject to release; also 12 months if terminated without cause within 6 months after a Change in Control; at‑will employment |
| Equity on termination | Governed by plan/award terms; 8‑K specifies RSU grant; no option grants |
| Non‑compete | 1 year post‑employment across recreational/watercraft competitive scope |
| Non‑solicit | 3 years post‑employment (employees/customers); non‑disparagement included |
| Confidentiality/IP | Inventions assignment; robust confidentiality with DTSA safe harbor |
| Dispute resolution | Binding arbitration (JAMS; Knoxville, TN) |
| Perquisites | Company-owned boat for business and personal use (company pays insurance/maintenance; exec covers fuel) |
Historical context:
- Mr. Black did not have an employment agreement during his interim CFO tenure; he received a one‑time $50,000 completion bonus for the interim role .
Compensation Structure Analysis
- Cash vs. equity mix: As interim/finance executive, Mr. Black’s equity was primarily time‑based RSUs (no options), skewing realizable pay to service‑based vesting versus performance; other NEOs used a mix of PSUs (Relative TSR and Adjusted EBITDA) and time‑based awards . Company does not grant options, eliminating repricing risk .
- AIP metrics rigor: FY2024 plan required both GAAP Net Income and Adjusted EBITDA to be ≥90% of target for any payout; the Committee made no adjustments and paid no company‑metric bonuses to NEOs, with Mr. Black only receiving a modest individual‑performance component—consistent with pay-for-performance .
- Clawback, hedging/pledging: Board adopted a clawback policy in FY2024 (restatements or executive fraud) and prohibits hedging/pledging (limited exception), tightening governance around incentive risk .
- Peer benchmarking: Compensation Committee uses an objective peer group and Exequity as independent consultant; target total cash ≈ 50th percentile and LTI generally above 50th but below 75th percentile to drive long‑term value .
Performance & Track Record
| Measure | FY2024 outcome |
|---|---|
| Net sales | $829.0M (−40.3% YoY) |
| Adjusted EBITDA | $82.2M (−71.0% YoY) |
| Net income | −$56.4M (net loss) |
| Stock performance | −40% stock price in FY2024; TSR down 33% since FY2019 |
Narrative: FY2024 saw soft retail demand and elevated dealer inventory; management reduced production and raised promotions to normalize channel inventory, impacting results and incentive payouts .
Equity Ownership & Beneficial Holdings Detail
| Holder | Class A shares | % | Notes |
|---|---|---|---|
| David S. Black | 408 | <1% | Excludes unvested RSUs; footnote outlines staged vesting of 196, 154, 429, 1,801 RSUs and the 5/6/2024 RSUs vesting 25%/25%/50% . |
Policy highlights:
- Hedging/pledging restricted; any pledging requires CFO-determined ability to repay without pledged shares .
Related Party, Risk Indicators & Say‑on‑Pay
- Related party transactions: None reported for Mr. Black under Item 404(a) in appointment 8‑K .
- Gross‑up: No excise tax gross‑ups for NEOs on change‑in‑control .
- Options: None outstanding as of 6/30/24; reduces repricing risk .
- Say‑on‑pay: ≈98.5% support at the 2023 annual meeting, indicating strong shareholder endorsement of executive pay framework .
Compensation Peer Group (Benchmarking)
Peer set includes Acushnet, Callaway, MarineMax, MasterCraft, Winnebago, YETI and others; Committee targets ≈50th percentile for cash and >50th but <75th for LTI to align with value creation goals .
Investment Implications
- Alignment and incentives: As CFO, Mr. Black’s pay emphasizes at‑risk components via a 75% target bonus and staged RSUs; the company’s strict hurdle design (dual-metric thresholds) and clawback/hedging prohibitions support investor alignment and reduce risk of windfalls .
- Retention and change‑in‑control: 12 months salary severance for no‑cause or good-reason terminations (including within six months post‑CIC) plus non‑compete (1 year) and non‑solicit (3 years) lowers near‑term retention risk and protects franchise know‑how .
- Selling pressure: Multiple RSU tranches vest each May/November (legacy grants) and annually each November (CFO grant), creating modest, periodic supply; however, holdings are small versus float (<1%), limiting market impact .
- Pay-for-performance integrity: FY2024 AIP resulted in no company-metric payouts; individual-performance payment to Mr. Black was minimal ($22.4k), underscoring discipline amidst a tough year—supportive of governance quality .
Overall: Governance controls (clawback, hedging/pledging limits), disciplined incentives, and modest severance terms suggest balanced risk and alignment. Monitor vesting calendars and any future PSU adoption for the CFO to increase performance linkage over time .