Michael Hooks
MALIBU BOATSAbout Michael K. Hooks
Michael K. Hooks, age 63, is Chair of the Board of Malibu Boats, Inc. and has served as a director since 2014; he was Executive Chair from February–August 2024 and part of the Office of the CEO from May–August 2024 before returning to independent director status in August 2024 . He co-founded Westhook Capital LLC (2017–present) and Black Canyon Capital LLC (2004–present), and previously held senior investment banking roles at Credit Suisse First Boston and Donaldson, Lufkin & Jenrette; he holds an Economics degree from Princeton and an MBA from Wharton .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Malibu Boats, Inc. | Chair of the Board | Chair since Feb 2014; Director since 2014 | Board leadership; interim Executive Chair Feb–Aug 2024; member Office of CEO May–Aug 2024 |
| Malibu Boats, Inc. | Executive Chair (interim) | Feb 2024–Aug 2024 | Supported CEO transition; board later reaffirmed independence post-interim service |
| Credit Suisse First Boston | Co-head, Los Angeles office; Managing Director | Not disclosed | Financing and strategic advisory experience |
| Donaldson, Lufkin & Jenrette | Managing Director, Los Angeles office | Not disclosed | Investment banking leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Westhook Capital LLC | Co-founder; Managing Partner | 2017–present | Private equity leadership |
| Black Canyon Capital LLC | Co-founder; Managing Director | 2004–present | Private equity leadership; notable network overlap with MBUU director Mark W. Lanigan (co-founder) |
| Virgin America | Director (prior) | Not disclosed | Prior public company board experience |
| Pfeiffer Vacuum Technology (NYSE at the time) | Supervisory Board (prior) | Not disclosed | Prior public company board experience |
| Metco Landscape Holdings, LLC; JDC Healthcare; Saunders & Associates; TASI Holdings; Logan’s Roadhouse; Switchcraft | Director (prior, mostly private) | Not disclosed | Strategic oversight across diverse industries |
Board Governance
- Independence: Board affirms Hooks is independent; he was not independent while serving as Executive Chair/Office of CEO (Feb–Aug 2024), but post-August 2024 the Board determined that service did not impair independence .
- Committee assignments: Member, Nominating & Governance Committee; not on Audit or Compensation .
- Committee chairs and meeting cadence: Nominating & Governance (5 meetings; chaired by Michael J. Connolly), Audit (17; chaired by Ivar S. Chhina), Compensation (2; chaired by Mark W. Lanigan) .
- Attendance: Board met 8 times in FY2025; all directors attended at least 75% of Board/committee meetings held during their tenure; all directors attended the 2024 annual meeting .
- Board leadership: Hooks served as Executive Chair during the CEO transition; during that period the Board appointed Mark Lanigan as Lead Independent Director; Hooks remains non-employee Chair post-transition .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 65,000 | Standard non-employee director retainer |
| Board Chair cash retainer | 40,000 | Additional annual retainer for serving as Chair |
| Committee member retainer (Nominating & Governance) | 2,000 | Annual retainer for committee membership |
| FY2025 Fees Earned or Paid in Cash | 106,830 | Reported in Director Compensation Table; Hooks elected stock units for at least part of retainers (reported as if paid in cash) |
| FY2025 Stock Awards (annual grant) | 109,969 | Fully vested equity grant; valued at grant-date price |
| FY2025 Total Director Compensation | 216,799 | Sum of cash equivalent + stock |
| Perquisite: Director boat use | — | Independent directors may use a company boat; no charge for use; responsible for insurance/maintenance; option to purchase at 75% of dealer invoice at end of service |
Performance Compensation
- No performance-based director compensation is disclosed; annual director equity grants are fully vested and not tied to performance metrics .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Potential Interlock |
|---|---|---|---|
| Black Canyon Capital LLC | Current | Co-founder/Managing Director | Shared affiliation with MBUU director Mark W. Lanigan (co-founder), indicating boardroom network ties |
| Westhook Capital LLC | Current | Co-founder/Managing Partner | Private equity sponsor role |
| Virgin America | Prior | Director | Public company experience |
| Pfeiffer Vacuum Technology | Prior | Supervisory Board member | Public company experience |
Expertise & Qualifications
- Strategic/financial expertise: Extensive investment banking (CSFB, DLJ) and private equity experience (Westhook, Black Canyon) .
- Industry knowledge: Long tenure with Malibu Boats pre-IPO (LLC director since 2006) and board Chair since 2014, providing deep company context .
- Education: Economics degree (Princeton); MBA with distinction (Wharton) .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Class A shares directly held | 5,330 | Direct ownership |
| Fully vested stock units (deferred settlement) | 60,210 | Payable on a deferred basis per director elections |
| Trust-held Class A shares | 12,500 | MK 2012 Irrevocable Trust; Hooks disclaims beneficial ownership; spouse is trustee |
| LLC Units | 12,500 | Pre-IPO ownership; carries Class B voting rights |
| Total Class A beneficially owned | 78,040 | “Less than 1%” of Class A outstanding |
| Ownership guidelines/pledging | Policy prohibits hedging and pledging (limited CFO-approved exception); no pledging by Hooks disclosed | |
| Vested vs unvested | No unvested RSUs/stock awards outstanding as of June 30, 2025 |
Related Party Transactions and Structural Considerations
- Up-C structure: Malibu Boats, Inc. owns interests in Malibu Boats Holdings, LLC; pre-IPO members (including Hooks and Lanigan) hold LLC Units and Class B voting rights; distributions and exchanges governed by LLC Agreement and Exchange Agreement .
- Distributions/exchanges: No LLC distributions to Hooks or Lanigan since July 1, 2024; no exchanges of LLC Units for Class A by Hooks or Lanigan since July 1, 2024 .
- Tax Receivable Agreement (TRA): MBUU expects approximately $40.4 million of future payments over ~16 years to pre-IPO owners under the TRA, subject to assumptions; no TRA payments to directors or related persons since July 1, 2024 .
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) filings (FY2025) | All required reports were timely filed, per company review |
Governance Assessment
-
Strengths:
- Independent Chair; post-transition independence reaffirmed by Board .
- Active governance role via Nominating & Governance Committee; Board/committee evaluation and regular executive sessions; solid attendance framework (≥75%) .
- Equity alignment: meaningful beneficial ownership and election to receive retainers in stock units indicates alignment with shareholders; no unvested director awards outstanding .
- Robust trading policy prohibiting hedging/pledging; clawback policy on executive incentives (broader than required) .
-
Watch items / potential conflicts:
- Up-C/TRA structure: Hooks is a pre-IPO LLC unitholder and may be a beneficiary of future TRA payments; while no payments have been made to directors since July 1, 2024, the arrangement can be perceived as a conflict if cash flows become material, warranting ongoing audit oversight .
- Interim executive service: Hooks’ 2024 Executive Chair/Office of CEO role temporarily affected independence; Board’s explicit post-period determination mitigates the concern, but investors should monitor future role overlaps .
- Perquisite boat use: standard across independent directors; modest but noteworthy from an optics perspective .
RED FLAGS to monitor: Any future TRA payment acceleration (e.g., change-in-control) benefiting pre-IPO holders; any pledging exceptions granted under CFO discretion; recurrence of interim executive roles that could compromise perceived independence .