Jaclyn Baumgarten
About Jaclyn Baumgarten
Independent director at MasterCraft Boat Holdings, Inc. since 2018; age 47. Managing Partner at IDC Ventures; co-founder and former CEO of Boatsetter; previously founded Cruzin Inc., and held roles at AH Global (Partner/COO), DaVita (Director of Strategy), Westfield Group (Development Manager), IBM and PwC (Consultant). Education: B.A., cum laude, Wellesley College; M.B.A., Stanford Graduate School of Business. Serves on MasterCraft’s Nominating & Corporate Governance (NCG) and Strategy Committees; Board determined she is independent under Nasdaq rules. All directors attended at least 92% of Board and committee meetings in FY2025; independent directors met in nine executive sessions. Years on board: 7 (2018–2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IDC Ventures | Managing Partner | — | Growth investing; strategic oversight |
| Boatsetter | Co-Founder; Former CEO | — | Built leading boat sharing platform across US and international markets |
| Cruzin Inc. | Founder; CEO | — | Pioneered insurance enabling boat sharing industry |
| AH Global | Partner; COO | — | Operations leadership |
| DaVita | Director of Strategy | — | Strategic planning |
| Westfield Group | Development Manager | — | Development and operations |
| IBM; PwC | Consultant | — | Technology and consulting experience |
External Roles
| Category | Role/Entity | Notes |
|---|---|---|
| Public company boards | None disclosed | Proxy lists “Other Boards: Two private boards”; no public boards for Baumgarten |
| Private/non-profit boards | Two private boards | Current service on two private boards |
Board Governance
- Committee assignments: Nominating & Corporate Governance; Strategy; no chair roles disclosed for Baumgarten .
- Independence: Board determined Baumgarten is independent under Nasdaq standards .
- Attendance: Board held 4 official meetings; all directors attended at least 92% of Board and committee meetings; independent directors held 9 executive sessions in FY2025 .
- Committee activity levels FY2025: Audit (9 meetings), Compensation & Human Capital (6), NCG (4), Strategy (3) .
- Board leadership: Independent Chairman (Roch Lambert) .
Fixed Compensation
| Component (FY2025) | Amount |
|---|---|
| Annual Board cash retainer | $70,000 |
| NCG Committee member retainer | $5,000 |
| Strategy Committee member retainer | $5,000 |
| Other (boat usage imputed income) | $1,221 |
| Total cash/other reported for Baumgarten | $81,221 ($80,000 cash + $1,221 other) |
Notes
- Directors may elect to receive annual retainers in common stock in lieu of cash .
- Board Chair and committee chair fees exist (not applicable to Baumgarten): Board Chair $65,000; Audit Chair $15,000; CHC Chair $10,000; NCG Chair $7,500; Strategy Chair $7,500 .
Performance Compensation
| Equity Element | Grant/Value | Vesting | Change-of-Control Terms |
|---|---|---|---|
| Annual restricted stock award (RSA) | $90,000 grant-date fair value (FY2025) | Generally vests after one year of continued service (prorated for partial service) | Vesting acceleration upon change of control |
- No option awards or PSUs are disclosed for directors; equity is granted as restricted stock with annual cadence .
- Nasdaq-compliant clawback policy applies to performance-based compensation; Company prohibits hedging and pledging by directors/officers; none hold stock subject to hedge or pledge .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| CHC Committee interlocks | None in FY2025 among CHC members (Leemputte, Campion, Mitchell-Thomas) |
| Related-party transactions | No specific related-party transactions disclosed; Company maintains formal related-party transaction policy with Audit Committee oversight |
Expertise & Qualifications
- Substantial boating industry experience; strategic and marketing expertise; senior leadership experience .
- Education: BA Wellesley (cum laude), MBA Stanford GSB .
Equity Ownership
| Measure | Value |
|---|---|
| Shares beneficially owned | 23,913 |
| % of shares outstanding | <1% (asterisk classification) |
| Shares subject to rights to acquire | Not disclosed for Baumgarten (—) |
| Hedging/pledging | Prohibited; none of directors/officers hold hedged/pledged stock |
| Director stock ownership guideline | Encourages holding shares equal to 4x annual cash retainer; all directors achieved threshold except two with short tenure |
Shareholder Voting Signals (Director and Pay)
| Measure | 2024 | 2025 |
|---|---|---|
| Baumgarten director election – For | 13,897,888 | 13,240,594 |
| Baumgarten director election – Against | 187,245 | 216,622 |
| Baumgarten director election – Withheld | 5,125 | 16,019 |
| Non-votes (director election) | 703,487 | 1,107,511 |
| Say-on-pay – For | 13,657,823 | 12,842,607 |
| Say-on-pay – Against | 423,730 | 614,197 |
| Say-on-pay – Withheld | 8,705 | 16,431 |
| Prior-year say-on-pay approval (as disclosed in proxy) | 96.9% approval at 2024 annual meeting | — |
Governance Assessment
- Board effectiveness: Baumgarten strengthens strategic and marketing oversight with direct boating platform experience (Boatsetter), aligned with MasterCraft’s dealer/customer ecosystems . Independence affirmed; active on NCG and Strategy committees .
- Attendance/engagement: Board met four times; all directors ≥92% attendance; independent directors met nine times, indicating robust oversight cadence .
- Alignment: Holds 23,913 shares; director equity granted annually and vests in one year; ownership guideline encourages 4x cash retainer; Company states most directors meet guideline threshold .
- Compensation mix: FY2025 director pay comprises cash retainer + committee fees ($80,000) and $90,000 RSA; minimal perquisite (boat usage imputed $1,221). Equity is time-based, not performance-conditioned; vesting accelerated on change-of-control, standard for director programs .
- Conflicts/related-party risk: No related-party transactions disclosed involving Baumgarten; CHC interlocks none; Company prohibits hedging/pledging, reducing misalignment risk .
RED FLAGS
- None identified in filings for Baumgarten. Notable but standard features: change-of-control acceleration on director RSAs; boat usage perquisite is modest and disclosed . No hedging/pledging; no related-party transactions disclosed .
DIRECTOR COMPENSATION DETAIL (FY2025)
| Name | Fees Earned/Paid in Cash ($) | Restricted Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| Jaclyn Baumgarten | 80,000 | 90,000 | 1,221 | 171,221 |
Executive/Board Policies Relevant to Governance
- Clawback: Nasdaq Rule 10D-1 compliant; applies to performance-based compensation for employees and directors; recovery in event of restatement due to fraud/intentional misconduct .
- Insider trading: Pre-clearance; blackout periods; 10b5-1 plans; prohibition on hedging and pledging; none currently hedged/pledged .
- Director election standard: Majority vote with resignation policy for incumbents failing to receive majority .
If you want Form 4 insider trading details for Baumgarten, I can pull them next; the proxy does not include Form 4 transactions.