Bradley M. Nelson
About Bradley M. Nelson
Bradley M. Nelson (age 56) is Chief Executive Officer (since March 18, 2024) and a Director of MasterCraft Boat Holdings, Inc.; he holds a B.S. in Business Administration (University of Phoenix) and an MBA (Brigham Young University) . Fiscal 2025 company performance included $284.2M net sales, $24.4M Adjusted EBITDA, $0.92 Adjusted EPS, and $29.0M free cash flow, with TSR value of $98 in Pay vs. Performance disclosures . MCFT’s compensation program emphasizes variable and performance-based pay with a Nasdaq-compliant clawback and prohibitions on hedging/pledging; CEO ownership guideline is 6x salary with compliance due by July 1, 2030 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oshkosh Corporation | Executive Vice President; President, Commercial Segment | 2011–2024 | Led strategic transformation; achieved historical highs in revenue, profitability, and backlog; built market-leading eCommerce/Aftermarket; simplified operations and drove “people first” culture . |
| JLG Industries (Oshkosh) | Vice President, Global Marketing | Not disclosed | Senior commercial and marketing leadership supporting growth and profitability . |
| Eaton Corporation | VP Global Marketing & Communications, Electrical Segment; Business Unit Manager, Power Quality | Not disclosed | Senior leadership in operations, marketing, and business management . |
| Various technology businesses | Senior leadership positions | Not disclosed | Strategic, product, and operational experience across technology businesses . |
External Roles
No current external public company directorships disclosed in MCFT’s 2024/2025 DEF 14A or March 4, 2024 8-K .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $645,000 | $645,000 |
| Target Bonus (% of Base) | 100% | 100% |
| Actual STIP Paid ($) | $46,313 (25.2% of target) | $709,500 (110% of target) |
Performance Compensation
Annual Incentive (STIP) – Metrics, Targets, Results, Payout
| Fiscal Year | Metric | Weight | Minimum | Maximum | Actual Result | Payout Attained |
|---|---|---|---|---|---|---|
| FY 2024 | Net Sales | 24% | $330.0M | $514.4M | $366.6M | 12.7% |
| FY 2024 | Adjusted EBITDA | 36% | $35.6M | $71.4M | $32.9M | Below threshold |
| FY 2024 | Aviara Profitability | 20% | $0.0M | $2.4M | ($7.2M) | Below threshold |
| FY 2024 | Strategic (market share, CSI) | 20% | — | — | — | 12.5% |
| FY 2024 | Blended Total | 100% | — | — | — | 25.2% |
| FY 2025 | Divisional Free Cash Flow | 70% | $14M | $30M | $29.9M | 139.3% (pre-discretion) |
| FY 2025 | Strategic (market share, CSI) | 30% | — | — | — | 17.5% (component) |
| FY 2025 | Blended Total | 100% | — | — | — | 156.8% → 110% after negative discretion |
Notes: FY25 STIP based on segment-level metrics aggregated to consolidated; CEO payout reduced by CHC Committee negative discretion to 110% of target .
Long-Term Incentive (LTIP) – Grants, Design, Vesting
| Grant | Type | Shares/Units | Grant Date Fair Value ($) | Vesting/Metrics |
|---|---|---|---|---|
| CEO Sign-on | RSAs | 45,496 | $1,000,002 | Vests in 3 equal annual tranches beginning Mar 18, 2025 . |
| FY 2025 Annual | RSAs | 34,955 | $612,761 | Vests in 3 equal annual tranches beginning Jun 30, 2025 . |
| FY 2025 Annual | PSUs | 34,955 | $612,761 | 3-year performance (FY2025–FY2027) on cumulative adjusted EPS with Russell 2000-relative TSR modifier; earned at end of period . |
| FY 2023–2025 Cycle | PSUs | N/A (companywide result) | N/A | Payout 0% (below threshold on cumulative adjusted EPS; TSR modifier not applicable to increase) . |
Key LTIP design: 50% RSAs (time-based) + 50% PSUs (3-year cumulative adjusted EPS with relative TSR modifier vs Russell 2000) . Director-approved equity timing policy and avoidance of option grants around material filings were observed in FY2025 .
Equity Ownership & Alignment
| Item | FY 2024 | FY 2025 |
|---|---|---|
| Beneficial Ownership – Shares | 80,451 (as of Aug 30, 2024) | 81,333 (as of Sept 2, 2025) |
| % of Shares Outstanding | <1% (indicated by “*”) | <1% (indicated by “*”) |
| Outstanding Unvested CEO Awards (year-end) | 45,496 RSAs (sign-on) vesting 3/18/25–27 | 30,331 RSAs (3/18/24), 23,303 RSAs (9/3/24), 34,955 PSUs (9/3/24) |
| Ownership Guidelines (CEO) | 6x base salary; CEO at 0.9x (FY2024) and 2.1x (FY2025); compliance due by July 1, 2030 | 6x base; CEO at 2.1x; working toward 2030 deadline |
| Hedging / Pledging | Prohibited by policy; none of the officers/directors hold stock subject to hedge or pledge | |
| Clawback | Nasdaq Rule 10D-1-compliant clawback covering incentive cash and equity | |
| Perquisites | Access to company boats for product familiarity; imputed income included in compensation . |
Employment Terms
| Term | Detail |
|---|---|
| Employment Start Date | CEO effective March 18, 2024; joined Board concurrently . |
| Offer Letter – Base, Bonus, LTI | Base $645,000; STIP target 100% of base; LTIP target 190% of base . |
| Sign-on Equity | $1,000,000 grant-value RSAs, vesting over 3 years . |
| Severance | One-time payment equal to then-current base salary + target STIP upon termination without cause or if no longer CEO within 1 year following a change in control; subject to release . |
| Non-Compete / Non-Solicit | 24-month non-compete in boating industry in applicable states; 24-month non-solicitation of customers/employees/contractors . |
| Change-in-Control Equity Treatment | If terminated in connection with a change in control: unvested RSAs vest (if no replacement award); PSUs payable at target (unless for cause) . |
| Benefits | Standard benefits; no defined benefit pension or SERP . |
Board Governance
- Board role and independence: Nelson serves as CEO and Director; the Chair is independent (Roch Lambert), with CEO and Chair roles separated to enhance oversight .
- Committee memberships: Nelson has no committee assignments (committees comprised solely of independent directors) .
- Board/committee attendance and executive sessions: FY2025 attendance ≥92% and nine executive sessions; FY2024 attendance ≥96% and eleven executive sessions .
- Insider trading policy: pre-clearance, blackout windows, and Rule 10b5-1 plan provisions disclosed .
Compensation Peer Group (for benchmarking)
- FY2025 Custom Peer Group (15): American Outdoor Brands, Clarus, Escalade, Fox Factory, iRobot, Johnson Outdoors, Latham Group, Malibu Boats, Marine Products, Motorcar Parts of America, National Presto, Smith & Wesson Brands, Solo Brands, Sturm Ruger, Twin Disc .
- FY2024 Custom Peer Group (14): American Outdoor Brands, Callaway Golf, Clarus, Fox Factory, iRobot, Johnson Outdoors, Malibu Boats, MarineMax, Marine Products, Motorcar Parts of America, National Presto, Nautilus, Sturm Ruger, Twin Disc .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: 96.9% at the 2024 annual meeting (reported in the 2025 proxy); 99.0% approval in 2023 (reported in the 2024 proxy) .
Performance Compensation (Detail Table)
| Component | Metric / Structure | Weighting | Targets/Definitions | Results/Outcomes |
|---|---|---|---|---|
| STIP FY2024 | Net Sales; Adjusted EBITDA; Aviara profitability; Strategic (market share, CSI) | 24% / 36% / 20% / 20% | Threshold/Target/Max set annually; consolidated for CEO | Blended 25.2% payout → CEO received $46,313 . |
| STIP FY2025 | Divisional Free Cash Flow; Strategic (market share, CSI) | 70% / 30% | Min $14M; Max $30M FCF; strategic equally weighted | Pre-discretion 156.8% payout; CHC negative discretion to 110% → CEO $709,500 . |
| LTIP Design | 50% RSAs; 50% PSUs | — | RSAs 3-year ratable vesting; PSUs 3-year cumulative adjusted EPS with Russell 2000 TSR modifier | FY2023–2025 PSU payout 0% (below threshold) . |
Equity Grants (Selected CEO Grants)
| Grant Date | Type | Shares | Grant-Date FV ($) | Vesting |
|---|---|---|---|---|
| 3/18/2024 (Sign-on) | RSAs | 45,496 | 1,000,002 | 3 equal annual installments beginning Mar 18, 2025 . |
| 9/3/2024 (FY2025) | RSAs | 34,955 | 612,761 | 3 equal annual installments beginning Jun 30, 2025 . |
| 9/3/2024 (FY2025) | PSUs | 34,955 | 612,761 | Earned over FY2025–FY2027 on cumulative adjusted EPS with TSR modifier . |
Investment Implications
- Alignment and incentives: High variable/at-risk mix (approx. 74% of CEO target pay is variable; ~50% performance-based) supports pay-for-performance alignment; robust clawback and hedge/pledge prohibitions reduce governance risk .
- Vesting overhang/insider flow: Multi-year RSA tranches (Mar 2025–27 and Jun 2025–27) and PSU cycles may create periodic Form 4 activity; FY2023–2025 PSUs paid 0%, signaling rigorous goals and macro headwinds’ impact on payouts .
- Ownership build vs. guideline: CEO has progressed to 2.1x salary ownership (vs. 6x guideline), with a five-year window to reach compliance by July 1, 2030; continued vesting and potential open-market purchases may be required .
- Retention and change-in-control: Offer letter provides cash severance (base + target bonus) for termination without cause or loss of CEO role within 12 months post‑CoC, while plan-level equity provides CoC vesting/payment mechanics—moderated by replacement award provisions—balancing retention and shareholder protections .
- Governance quality: Separated CEO/Chair roles, independent committees, strong say‑on‑pay support (96.9% in 2024), and regular executive sessions support quality oversight during leadership transition .
Equity Ownership & Alignment (Detail Table)
| Holder | Shares Owned | Outstanding Shares | Percent | Notes |
|---|---|---|---|---|
| Bradley M. Nelson (as of Sept 2, 2025) | 81,333 | 16,293,758 | <1% | Beneficial ownership disclosure; CEO ownership guideline 6x salary; at 2.1x by FY2025 . |
Board Service History and Roles
- Director since 2024; CEO and Director dual-role mitigated by independent Chair and independent committee structure; no committee memberships for CEO .
- Board meetings and executive sessions demonstrate active oversight (FY2025: 4 official meetings; exec sessions 9) .
Related Policies and Provisions
- No tax gross-ups for executives; prohibited hedging/pledging; clawback per Nasdaq Rule 10D-1 .
- Insider trading policy with pre-clearance and blackout periods; Rule 10b5‑1 plan support .
Investment Takeaways (Summary)
- Pay-for-performance is enforced via stringent PSU metrics (recent cycle 0% payout) and STIP negative discretion; oversight strengthened by independent Chair and high say‑on‑pay support .
- Watch vesting calendars (Mar/Jun annually) for potential insider selling pressure; CEO still building toward 6x ownership requirement—progress and additional accumulation will be an alignment signal .
- Severance and CoC terms are moderate and largely double-trigger on role loss; LTIP CoC acceleration depends on replacement award treatment—balanced retention/shareholder outcome .