Mark Lanigan

About Mark W. Lanigan

Mark W. Lanigan (age 65) is an independent director of Malibu Boats, Inc. (MBUU), serving on the board since February 2014; he previously served on the board of Malibu Boats Holdings, LLC from 2009 until the 2014 IPO recapitalization . He is Co‑Founder and Managing Director of Black Canyon Capital LLC (since 2004) and a consultant with Tailwind Capital (since 2015) . Lanigan holds a B.A. in Economics from Colgate University (summa cum laude, Phi Beta Kappa), a J.D. from Harvard Law School, and an M.B.A. from Harvard Business School . The board has affirmed his independence under Nasdaq standards; during the 2024 CEO transition he served as Lead Independent Director before resuming his standard director role .

Past Roles

External Roles

Board Governance

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

• Current public company boards: None .
• Current private company boards: LRW Holdings, LLC; Lone Peak Holdings, LLC .
• Prior boards include Benevis Holdings, JDC Healthcare, Virgin America, Archway Marketing Services, TASI Holdings, and Saunders & Associates .
• No disclosed interlocks with MBUU suppliers/customers for Lanigan; board evaluated another director’s supplier relationship (Cook) and deemed independence unaffected given de minimis volume .

Expertise & Qualifications

• Private equity leadership and operating oversight (Black Canyon Capital; consultant to Tailwind Capital) .
• Senior investment banking leadership (Credit Suisse First Boston; DLJ) with financing and strategic advisory expertise .
• Education: B.A. Economics (Colgate, summa cum laude, PBK); J.D. (Harvard Law School); M.B.A. (Harvard Business School) .
• Board’s stated rationale: extensive investment banking and private equity experience, and deep knowledge of Malibu Boats .

Equity Ownership

Notes on structure:

• LLC Units are exchangeable one‑for‑one into Class A shares under the Exchange Agreement; since July 1, 2024, none of Hooks, Lanigan, or Anderson exchanged LLC Units; no LLC distributions since July 1, 2024 .

Governance Assessment

• Strengths

  • Independent, experienced PE and investment banking leader; serves as Compensation Committee Chair and member of Nominating & Governance, placing him at the core of pay design, board refreshment, and ESG oversight .
  • Demonstrated leadership during CEO transition as Lead Independent Director (Feb–Aug 2024) .
  • Director compensation alignment: elected to take retainers in stock units (2,392 units in FY2025), signaling equity alignment alongside fully vested annual equity grants .
  • Robust policies: hedging/derivatives and margin/pledge restrictions; independent director executive sessions; annual board/committee evaluations .
  • Compensation Committee uses an independent consultant (Exequity) with no conflicts; peer group and pay philosophy detailed; historical Say‑on‑Pay support >97% (context for committee effectiveness under his chairmanship) .

• Potential conflicts/structural considerations

  • Pre‑IPO owner and LLC Unit holder; party to structural arrangements (LLC Agreement, Exchange Agreement, Tax Receivable Agreement). No LLC distributions to him since July 1, 2024; no exchanges of LLC Units since July 1, 2024; no TRA payments to directors since July 1, 2024, but TRA could generate future payments (estimated aggregate $40.4M over 16 years to pre‑IPO owners) — a governance sensitivity to monitor in M&A or tax basis changes .
  • RED FLAG watchlist: TRA acceleration upon change‑in‑control could create perceived misalignment if board evaluates strategic alternatives; clear disclosure mitigates risk but remains a point of investor focus .

• Attendance/engagement

  • Board met 8 times; committees (Audit 17, Compensation 2, N&G 5); each director attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting .

• Additional context (executive pay governance under his committee)

  • Clawback policy adopted in fiscal 2024 extending beyond SEC/Nasdaq minimums to include fraud causing harm; continued heavy weighting of performance‑based long‑term equity for NEOs (relative TSR vs Russell 2000; 3‑year Adjusted EBITDA CAGR ≥10% target), with zero payouts where underperformance occurred — evidence of pay‑for‑performance rigor .

Director Compensation (FY2025) – Mark W. Lanigan

Committee Assignments and Meetings (FY2025)

Say‑on‑Pay & Shareholder Feedback (Context)

Related‑Party and Structural Agreements (Context)

Insider Filings