Ivar Chhina
MALIBU BOATSAbout Ivar S. Chhina
Independent Class I director since 2014 (age 62), former CFO and EVP at Recreational Equipment, Inc. (REI), and designated “audit committee financial expert.” He holds an M.A. in international policy studies (Middlebury College Monterey Institute) and a dual B.A. in economics and political science (University of Nevada Reno). Tenure spans over a decade with Malibu Boats, emphasizing financial oversight and governance; the Board affirms his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Recreational Equipment, Inc. (REI) | CFO & EVP | 2009–2011 | Served earlier on REI’s board (2006–2009); chaired audit & finance; board vice chair |
| Interdent, Inc. | Chairman & CEO; previously COO and Chief Restructuring Officer | 2001–2007 | Led restructuring and operations |
| Mehta & Company portfolio cos. | Operating partner (executive, finance, operational roles across several cos.) | 1991–2001 | Multi-industry operations and finance leadership |
| Pacific Science Center | Director; Audit & Finance committee member | Not specified | Non-profit governance |
| The Nature Conservancy (WA) | Director; Chair of Finance Committee | Not specified | Non-profit governance |
| Fort Mason Center | Director; Board Chair; Finance Chair | Not specified | Non-profit governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agribank, FCB (U.S. Farm Credit System wholesale bank) | Director; Audit Committee Chair | Current | Financial oversight; audit leadership |
| Sage Dental Management LLC (private) | Director; Audit Chair | Current | Audit leadership |
| Femwell Group Health LLC (private) | Director; Audit Chair | Current | Audit leadership |
| Walker Edison Holdco (private) | Director; Audit Chair | Current | Audit leadership |
| Evology LLC (Aptive Environmental) | Board Observer | Current | Governance observer |
Board Governance
- Committees: Audit Committee Chair; Nominating & Governance Committee member. Audit Committee held 17 meetings in FY2025; Chhina is designated the SEC “audit committee financial expert.” All committee members are independent and financially literate .
- Independence: Board affirmatively determined Chhina is independent under Nasdaq standards .
- Attendance: Board met 8 times in FY2025; all directors attended at least 75% of Board and committee meetings during their service. All directors at the time attended the 2024 annual meeting .
- Board leadership: Non-employee chair structure reinstated post-August 2024; lead independent director role used during the interim CEO period (Lanigan) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $65,000 | Directors may elect stock units or shares in lieu of cash |
| Audit Chair Cash Retainer | $20,000 | Payable quarterly |
| Nominating & Governance Member Retainer | $2,000 | Payable quarterly |
| Total Cash (FY2025) | $87,000 | Per director compensation table |
| Annual Equity Retainer (Fully Vested) | $109,969 | Granted 11/5/2024; valued at $38.64 closing price |
| Total (FY2025) | $196,969 | Cash + equity |
- Perquisite: Directors may use a company boat during service; directors pay insurance/maintenance/fuel; option to purchase at end of service at 75% of dealer invoice price .
Performance Compensation
- Non-employee director equity awards are fully vested at grant; no performance-tied director compensation metrics, options, or unvested director equity as of June 30, 2025 .
Other Directorships & Interlocks
| Company Type | Company | Public Board? | Committee Roles | Notes |
|---|---|---|---|---|
| Retail/Outdoors | REI (prior) | No | Audit & Finance; Vice Chair | Past role |
| Financial services | Agribank, FCB | No (cooperative system) | Audit Chair | Current |
| Multiple private cos. | Sage Dental, Femwell, Walker Edison | No | Audit Chair | Current |
| Consumer services | Evology LLC (Aptive) | No | Board Observer | Current |
- Other public company boards: None listed for Chhina; proxy table shows “—” under “Other Public Boards” for Chhina .
- Supplier/customer interlocks: The Board evaluated a supplier relationship for another director (Cook/Thetford) and affirmed independence; no such related-party exposure disclosed for Chhina .
Expertise & Qualifications
- SEC-designated audit committee financial expert; extensive CFO, restructuring, and audit leadership experience .
- Industry breadth across healthcare services, retail/outdoors, and private equity-backed portfolios .
- Advanced degree in international policy; dual undergraduate degrees in economics & political science .
Equity Ownership
| Holder | Class A Shares/Units | LLC Units | Notes |
|---|---|---|---|
| Ivar S. Chhina | 33,457 | 0 | Fully vested stock units payable on a deferred basis; combined voting power <1% |
- Vested vs. unvested: No unvested director stock or stock units outstanding at FY-end .
- Options: None outstanding .
- Pledging/Hedging: Company policy prohibits hedging and pledging (limited exception with CFO approval); no pledging disclosed for Chhina .
Governance Assessment
- Strengths: Independent director with deep financial expertise; Audit Chair overseeing a highly active committee (17 meetings), SEC-designated “financial expert,” and consistent meeting attendance expectations met by all directors .
- Alignment: Director pay mix balances cash retainers with fully vested equity; Chhina holds fully vested stock units on a deferred schedule; no LLC Units, mitigating potential conflicts tied to tax receivable arrangements or LLC distributions that involve pre-IPO holders (Hooks, Lanigan) .
- Policies: Robust hedging/pledging prohibitions and formal related-party transaction review by Audit Committee; no related-party transactions disclosed relating to Chhina .
- RED FLAGS: None disclosed specific to Chhina; standard director boat-use perquisite is modest and structured to avoid cost to company beyond registration/taxes at purchase option .