Melanie Cook
MALIBU BOATSAbout Melanie Cook
Melanie K. Cook, age 53, is an independent director at Malibu Boats, Inc. (MBUU) appointed effective June 24, 2025; she serves on the Audit and Nominating & Governance Committees and was determined independent by the Board despite a supplier relationship via Thetford Corporation due to immateriality and lack of personal involvement or benefit . She is the former Chief Operating Officer of GE Appliances (2017–2021) and holds a B.S. in Business Administration (Decision & Information Sciences) from the University of Florida; her governance credentials include chairing the compensation committee at Commercial Vehicle Group and audit/compliance roles at Badger Meter .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Appliances (Haier Smart Home) | Chief Operating Officer | 2017–2021 | Operational leadership over multi‑billion revenue and 13,000 global employees |
| GE Appliances | VP, Sourcing | 2014–2017 | Supply chain leadership |
| GE Appliances | GM, Cooking Products | 2011–2014 | Product line leadership |
| GE Digital Energy | GM, Industrial Communications | 2009–2011 | Industrial communications business management |
| Azdel Inc. (GE Plastics/PPG JV) | President | 2006–2008 | JV leadership |
| General Electric | Various roles in IT, product marketing, auditing | Pre‑2006 | Cross-functional experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commercial Vehicle Group (NASDAQ: CVGI) | Director | Since 2023 | Audit committee; chairs compensation committee |
| Badger Meter (NYSE: BMI) | Director | Since 2022 | Audit and compliance committees |
| Thetford Corporation (private) | Director | Since 2022 | Chair of audit committee |
| The Legacy Companies (private) | Director | Since 2021 | Board member |
| Association of Home Appliance Manufacturers | Board member; Chair | 2013–2021; Chair 2016–2018 | Industry governance |
| National Association of Manufacturers | Board member | 2018–2021 | Industry governance |
| Mabe Joint Venture | Board member | 2016–2021 | JV oversight |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Governance Committee member .
- Meeting cadence in FY2025: Board met 8 times; Audit Committee met 17 times; Nominating & Governance met 5 times .
- Attendance: Each director attended at least 75% of Board and committee meetings during FY2025; all directors serving at the time attended the 2024 annual meeting; independent directors meet in regular executive sessions .
- Independence: Board affirmatively determined Cook is independent; considered Thetford supplier transactions (<1% of revenues for each party) and found no impairment to independent judgment due to immateriality and lack of personal involvement/benefit .
- Audit Committee financial expert: Mr. Ivar S. Chhina is designated; Cook serves as a member (not designated expert) .
- Hedging/pledging policy: Prohibits hedging, short sales, derivatives, margin holding or pledging company stock, with a limited CFO-approved pledge exception (non‑margin) based on demonstrated capacity to repay without resort to pledged shares .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Fees earned (cash) | $1,381 | Partial year following appointment in June 2025 |
| Stock awards (fair value) | $36,658 | Grant on June 24, 2025; valued at $32.76 closing price on grant date |
| Total | $38,039 | Sum of cash+equity |
| Policy context: Annual Board cash retainer | $65,000 | Directors may elect stock units or shares in lieu of cash |
| Policy context: Annual equity retainer | $110,000 | Fully vested stock units or shares granted at annual meeting; pro‑rata for new directors |
| Policy context: Committee member cash retainer | Audit $5,000; Comp $5,000; N&G $2,000 | Payable quarterly in arrears |
- Boat use program: Independent directors may use a company boat during service; directors pay insurance/maintenance/gas; optional purchase at 75% of dealer invoice price at end of service—considered a perquisite aligned to product familiarity .
Performance Compensation
| Metric | Applies to Director Compensation? | Details |
|---|---|---|
| Performance‑based metrics (e.g., EBITDA, TSR, ESG) | No | Director equity awards are fully vested and not tied to performance metrics |
Other Directorships & Interlocks
| Entity | Relationship to MBUU | Cook’s Role | Conflict Assessment |
|---|---|---|---|
| Thetford Corporation | Supplier to MBUU in FY2025 | Director; Audit Chair | Board deemed transactions immaterial (<1% of revenues for both), Cook not involved and received no particular benefit; independence maintained |
| CVGI; BMI | No disclosed supplier/customer relationship to MBUU | Director; committee roles | No related‑party exposure disclosed in MBUU proxy |
Expertise & Qualifications
- Senior operating executive experience in large-scale manufacturing and supply chain (COO GE Appliances with 13,000 employees) .
- Governance expertise across audit, compliance, and compensation committees, including compensation chair role at CVGI and audit/compliance roles at BMI .
- Education in Decision & Information Sciences (B.S., University of Florida) supporting data-driven governance and operations oversight .
Equity Ownership
| Item | Quantity/Status | Date/Source |
|---|---|---|
| Beneficial ownership (proxy) | 1,119 stock units (fully vested; payable on deferred basis) | As of 8/29/2025; footnote indicates fully vested units |
| Form 3 (initial) | Filed | 2025-06-24 |
| Form 4 award (on appointment) | 1,119 shares/units awarded; post-transaction ownership 1,119 | 2025-06-24 |
| Form 4 award (annual meeting grant) | 3,186 shares awarded; post-transaction ownership 4,305 | 2025-10-24; filed 2025-10-28 |
| Ownership percent (approx.) | ~0.022% of Class A (4,305 / 19,245,009) | Outstanding shares 19,245,009 (8/29/2025) ; transactions above |
- Unvested holdings: As of June 30, 2025, no director held unvested stock units or unvested shares; director awards are fully vested .
- Options: None outstanding for directors as of June 30, 2025 .
- Pledging/hedging: Prohibited per company policy (limited pledge exception via CFO approval; non‑margin) .
Insider Trades
| Filing Date | Transaction Date | Type | Shares/Units | Post-Transaction Ownership | SEC Filing Link |
|---|---|---|---|---|---|
| 2025-06-24 | 2025-06-24 | Award (Form 4) | 1,119 | 1,119 | |
| 2025-10-28 | 2025-10-24 | Award (Form 4) | 3,186 | 4,305 |
Governance Assessment
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Positives:
- Independent director with deep operations and supply chain expertise; active roles on Audit and Nominating & Governance support oversight in a cyclical, manufacturing-driven business .
- Strong committee engagement: Audit (17 meetings in FY2025) and Nominating & Governance (5 meetings), with Board meeting 8 times; directors met ≥75% attendance thresholds and hold executive sessions; signals active oversight .
- Clean independence determination despite Thetford supplier tie; immateriality (<1% of revenues) and no personal benefit or involvement noted .
- Director equity awards are fully vested and not performance-linked, aligning compensation simplicity and minimizing incentive conflicts; ability to elect stock units can encourage longer-term alignment via deferral .
-
Watch items / RED FLAGS:
- Supplier interlock via Thetford warrants continued monitoring for transaction scope and governance firewalls despite current immateriality and independence finding .
- Boat-use perquisite requires cost discipline and clear disclosure; purchase option at 75% of dealer invoice could be scrutinized if not consistently applied or if usage expands materially .
-
Compensation and alignment:
- FY2025 mix was predominantly equity due to partial-year service ($36,658 equity; $1,381 cash); standard director retainer framework ($65k cash; $110k equity) applies going forward; no performance metrics tied to director pay .
-
Ownership:
- Post-October grant holdings of 4,305 shares are modest (<0.1%); no unvested director awards and no options—reducing complexity and potential timing risks; hedging/pledging broadly prohibited .