Nancy Taylor
MALIBU BOATSAbout Nancy M. Taylor
Nancy M. Taylor, age 65, has served as an independent director of Malibu Boats, Inc. since April 2023 (Class III; nominated to serve through the 2028 annual meeting). She is the former President and Chief Executive Officer of Tredegar Corporation (2010–2015), with a 24-year career there including roles as President of Tredegar Film Products, Senior Vice President, Strategy, and General Counsel. Taylor holds a B.A. in Political Science from the College of the Holy Cross and a J.D. from The Catholic University of America, Columbus School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tredegar Corporation | President & CEO | 2010–2015 | Led global manufacturing company; prior leadership roles in operations, strategy, and legal |
| Tredegar Film Products | President | Not disclosed | Operational leadership in manufacturing |
| Tredegar Corporation | Senior Vice President, Strategy | Not disclosed | Corporate strategy leadership |
| Tredegar Corporation | General Counsel | Not disclosed | Legal leadership |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| TopBuild Corp. (Nasdaq: BLD) | Director | Not disclosed | Chair, Governance Committee (since May 2019); Member, Audit; Member, Compensation |
| Verso Corporation | Director | Nov 2019 – Mar 2022 | Chair, Audit Committee; Member, Compensation; Member, Corporate Governance & Nominating |
| LL Flooring Holdings, Inc. (NYSE: LL) | Director; Chair of the Board | Nov 2015 – Jul 2024 | Member, Nominating & Corporate Governance; Member, Compliance & Regulatory Affairs |
| Boys & Girls Club of Metro Richmond | Board Member | Jul 2014 – Jun 2024 | Non-profit governance |
Board Governance
- Independence: Board affirmatively determined Ms. Taylor is independent under Nasdaq standards .
- Board classification: Class III director; up for election in 2025 and nominated to serve until 2028 .
- Committee assignments (MBUU): Audit Committee; Nominating & Governance Committee (member, not chair) .
- Meetings/attendance: FY2025 Board met 8 times; Nominating & Governance met 5; Audit met 17; each director attended at least 75% of Board and committee meetings held during their tenure; all directors attended the 2024 annual meeting. Independent directors meet regularly in executive session .
| Committee | Role | FY2025 Meetings | Attendance Indicator |
|---|---|---|---|
| Audit | Member | 17 | ≥75% during tenure (company-wide statement) |
| Nominating & Governance | Member | 5 | ≥75% during tenure (company-wide statement) |
Fixed Compensation
- Program structure: Non-employee director annual cash retainer $65,000; annual equity retainer $110,000 (fully vested stock units or shares at grant); Board Chair retainer $40,000; Committee Chair retainers: Audit $20,000, Compensation $15,000, Nominating & Governance $10,000; Committee member retainers: Audit $5,000, Compensation $5,000, Nominating & Governance $2,000 .
- FY2025 amounts for Ms. Taylor: Cash fees $72,000; Stock awards $109,969; Total $181,969 .
- FY2024 amounts for Ms. Taylor: Cash fees $72,197; Stock awards $109,995; Total $182,192 .
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $72,197 | $72,000 |
| Stock Awards ($) | $109,995 | $109,969 |
| Total ($) | $182,192 | $181,969 |
| Director Compensation Policy Element | Amount/Terms |
|---|---|
| Annual Board Cash Retainer | $65,000 |
| Annual Equity Retainer (fully vested) | $110,000 |
| Board Chair Cash Retainer | $40,000 |
| Committee Chair Cash Retainers | Audit $20,000; Compensation $15,000; Nominating & Governance $10,000 |
| Committee Member Cash Retainers | Audit $5,000; Compensation $5,000; Nominating & Governance $2,000 |
| Equity mechanics | Directors may elect stock units or shares; units paid at separation/change-in-control/in-service date; dividend equivalents reinvested |
| Perquisites | Boat use during service (director pays insurance/maintenance/fuel; option to purchase at 75% of dealer invoice at end of service) |
Performance Compensation
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| Any performance-based metrics for non-employee directors | None disclosed; annual equity awards are fully vested and not performance-based |
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict Relevance | Notes |
|---|---|---|
| TopBuild Corp. | No supplier/customer relationship disclosed with MBUU | Governance chair; audit/comp committees |
| LL Flooring Holdings | No supplier/customer relationship disclosed with MBUU | Former board chair |
| Verso Corporation | No supplier/customer relationship disclosed with MBUU | Former audit chair |
No related-party transactions involving Ms. Taylor are disclosed in the proxy’s “Certain Relationships and Related Party Transactions” section .
Expertise & Qualifications
- Former public company CEO with deep operational, commercial, legal, and strategic experience in manufacturing (Tredegar) .
- Governance expertise: Chair roles on external boards’ governance and audit committees; experience across audit, compensation, and nominating/governance .
- Legal training (J.D.) and broad boardroom experience across multiple public companies .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 6,402 stock units (fully vested; payable on deferred basis) |
| Ownership as % of outstanding | <1.0% (table indicates “* Less than 1.0%”) |
| Vested vs. unvested | As of June 30, 2025, no director held any unvested stock units or unvested shares |
| Options | None disclosed for directors |
| Pledging/Hedging | Company policy prohibits short sales, derivatives/hedging, and pledging (limited exception requires CFO approval and demonstrated capacity to repay without resort to pledged shares) |
Governance Assessment
- Strengths: Independent status; active committee service on Audit and Nominating & Governance; board and committee attendance ≥75%; strong external governance credentials (TopBuild governance chair; prior audit chair at Verso). These support board effectiveness, oversight of financial reporting and governance processes .
- Alignment: Director compensation mix skews toward equity ($110k annual equity vs. $65k cash retainer); ability to elect stock units with deferred settlement enhances long-term orientation; hedging/pledging restrictions support shareholder alignment .
- Potential watch items: Director boat-use perquisite (no charge for use; director bears operating costs; purchase option at 75% dealer invoice) may raise modest optics concerns but is designed to deepen product familiarity .
- Red flags: No disclosed related-party transactions, loans, or pledging by Ms. Taylor; attendance thresholds met; committees comprised of independent directors; independent executive sessions held regularly .