Donald C. Campion
About Donald C. Campion
Former public-company CFO with deep finance and accounting expertise; currently an independent director of MasterCraft Boat Holdings, Inc. (MCFT). Age 76; Independent Director since 2015; Audit Committee Chair and member of the Compensation & Human Capital (CHC) Committee. Designated “Audit Committee Financial Expert.” Education: B.S. in Applied Mathematics (Univ. of Michigan College of Engineering) and M.B.A. in Corporate Finance (Univ. of Michigan) .
Past Roles
| Organization | Role | Tenure (Years) | Committees/Impact |
|---|---|---|---|
| VeriFone, Inc. | Chief Financial Officer | — | Public-company CFO experience |
| Special Devices, Inc. | Chief Financial Officer | — | Finance leadership |
| Cambridge Industries, Inc. | Chief Financial Officer | — | Finance leadership |
| Oxford Automotive, Inc. | Chief Financial Officer | — | Finance leadership |
| Delco Electronics Corporation | Chief Financial Officer | — | Finance leadership |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| (Various prior companies) | Director | Prior service (not current) | “Previously served on the boards of many public and private companies” |
Board Governance
- Independence: Board determined Mr. Campion independent under Nasdaq rules; also independent for Audit and Compensation committee service .
- Committee assignments and expertise:
- Audit Committee: Chair; designated Audit Committee Financial Expert; committee met 9 times in FY2025 .
- Compensation & Human Capital Committee: Member; committee met 6 times in FY2025 .
- Board structure and engagement:
- Board meetings held in FY2025: 4; all directors attended at least 92% of Board and committee meetings during their service period .
- Independent director executive sessions: 9 in FY2025 .
- Board leadership: Independent Chairman (Roch Lambert); CEO and Chair roles separated .
- Compensation Committee interlocks: None in FY2025 (no executive interlocks) .
- Auditor oversight: All Deloitte fees pre-approved; non-audit services deemed compatible with independence; no “reportable events” under Item 304(a)(1)(v) .
- Related-party transactions: Proxy describes a formal related-party transaction policy with Audit Committee review for transactions >$120,000; no Campion-specific related-party transactions disclosed in the proxy .
Committee Roles Summary
| Committee | Role | Financial Expert | FY2025 Meetings |
|---|---|---|---|
| Audit | Chair | Yes | 9 |
| Compensation & Human Capital | Member | — | 6 |
Board Engagement Metrics (FY2025)
| Metric | FY2025 |
|---|---|
| Board meetings held | 4 |
| Executive sessions (independent directors) | 9 |
| Attendance (per director) | ≥92% of assigned Board/committee meetings |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer | $70,000 | Paid quarterly |
| Audit Committee member retainer | $10,000 | Paid quarterly |
| Audit Committee Chair retainer | $15,000 | Paid quarterly |
| CHC Committee member retainer | $7,500 | Paid quarterly |
| Campion – Fees earned in cash (FY2025) | $102,500 | Sum of above components |
| Other – Imputed income (boat usage) | $2,271 | Company product testing benefit |
Additional fixed comp details:
- Directors may elect to receive retainers in common stock in lieu of cash .
- Board Chair additional retainer ($65,000) does not apply to Campion (he is not Chair) .
Performance Compensation
| Award | Grant Value (USD) | Instrument | Vesting | Change-of-Control |
|---|---|---|---|---|
| Annual equity grant (standard for non-employee directors) | $90,000 | Restricted stock | Vests after one year of continued service (prorated as needed) | Acceleration upon change of control |
Performance metrics tied to director equity: Not applicable (time-based vesting, not performance-conditioned) .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company directorships | None disclosed for Campion |
| Prior board roles | “Previously served on the boards of many public and private companies” |
| Compensation committee interlocks | None in FY2025 |
Expertise & Qualifications
- Finance/accounting: Former CFO at multiple public and private companies; substantial accounting and tax experience; designated Audit Committee Financial Expert .
- Industry/operating: Leadership roles in diverse manufacturing businesses .
- Governance: Service as chair of several audit committees across boards .
- Education: B.S. Applied Mathematics (UMich Engineering); M.B.A. Corporate Finance (UMich) .
Equity Ownership
| Metric | Amount | As of |
|---|---|---|
| Shares beneficially owned | 19,277 | Sept 2, 2025 |
| Percent of outstanding | <1% | Sept 2, 2025 |
| Ownership guideline | 4× annual cash retainer | Policy level |
| Guideline compliance disclosure | All directors achieved threshold except two with short tenure | As of proxy date |
| Pledging/hedging policy | Prohibits short sales/derivatives/hedging; pledging prohibited subject to a limited exception | Policy level |
Notes:
- Beneficial ownership counts reflect common shares; breakdown of vested vs. unvested equity not disclosed in proxy .
Insider Trades (Form 4 since 2023)
| Transaction Date | Filing Date | Type | Security | Qty | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|---|
| 2025-09-02 | 2025-09-04 | Award | Restricted Stock Unit | 4,056 | — | 4,056 | https://www.sec.gov/Archives/edgar/data/1638290/000095017025113057/0000950170-25-113057-index.htm |
| 2024-09-03 | 2024-09-05 | Award | Common Stock | 5,135 | $17.53 | 19,277 | https://www.sec.gov/Archives/edgar/data/1638290/000159396824001149/0001593968-24-001149-index.htm |
| 2023-11-17 | 2023-11-20 | Sale | Common Stock | 6,563 | $21.11 | 14,142 | https://www.sec.gov/Archives/edgar/data/1638290/000159396823001444/0001593968-23-001444-index.htm |
| 2023-09-05 | 2023-09-07 | Award | Common Stock | 4,274 | — | 20,705 | https://www.sec.gov/Archives/edgar/data/1638290/000159396823001296/0001593968-23-001296-index.htm |
Notes:
- Post-transaction holdings reflect the Form 4 “securitiesOwned” field for the reported security and may include RSUs where noted.
Governance Assessment
-
Strengths
- Independent Audit Chair with CFO pedigree and “Financial Expert” designation; Audit and CHC committees meet regularly with clear remits and oversight of risk, cyber, and clawback policy . Board separation of Chair/CEO and frequent independent executive sessions support effective oversight .
- Director pay structure is conventional: moderate cash retainers, time-based equity with 1-year vest, and stock-in-lieu election; robust ownership guideline (4× retainer) with broad compliance; restrictions on hedging/pledging enhance alignment .
- No CHC interlocks; auditor independence affirmed with no reportable events; formal related-party policy with Audit Committee review threshold .
-
Watchpoints
- Equity acceleration upon change-of-control applies to directors (industry standard but a governance sensitivity for takeover contexts) .
- Perquisites include boat usage (imputed income of $2,271 for Campion in FY2025), modest but monitor for scope creep .
- Ownership below 1% is typical for non-employee directors but emphasizes the importance of compliance with ownership guidelines; proxy states all but two short-tenure directors met thresholds .
Overall, Campion’s finance depth and audit leadership, strong independence profile, and high attendance underpin board effectiveness; no material conflicts or red flags surfaced in the latest proxy or Form 4s, and committee structures/policies compare favorably to governance best practices .