Kamilah Mitchell-Thomas

About Kamilah Mitchell-Thomas

Independent director at MasterCraft Boat Holdings since 2022, age 53, with deep human capital, executive compensation, and CEO succession expertise from senior HR leadership roles at Avaya (Chief People Officer), Roku (SVP, People), Dow Jones (Chief People Officer), and A+E Networks (SVP, People & Culture). She holds a B.A. in Economics from Lincoln University and serves on the Compensation & Human Capital and Nominating & Corporate Governance Committees at MCFT. Independence is affirmed under Nasdaq rules.

Past Roles

External Roles

Board Governance

• Committee assignments (current): Compensation & Human Capital (member); Nominating & Corporate Governance (member). No chair roles. CHC met 6x (FY2025); NCG met 4x (FY2025). Audit met 9x; Strategy met 3x.
• Board meetings/attendance: Board held 4 official meetings in FY2025; all directors attended at least 92% of Board and committee meetings during their service period. Independent directors held 9 executive sessions.
• Independence: Board determined Mitchell-Thomas independent under Nasdaq standards; seven of eight directors are independent.
• Governance controls: Hedging prohibited and pledging prohibited (limited exception); majority voting with resignation policy; robust clawback policy adopted per Nasdaq Rule 10D-1. Director stock ownership guideline = 4x annual cash retainer; company states threshold achieved by all except two short-tenure directors.

Fixed Compensation (Director)

Program terms:

• Equity vehicle: annual restricted stock with grant-date fair value of $90,000; typically vests after one year of continued service; accelerated upon change of control. Directors may elect retainers in stock. Annual individual director cap $500,000.

Performance Compensation (Director equity grants and vesting)

Directors do not have performance-conditioned equity; awards are time-based (restricted stock/RSUs). Key recent grants to Mitchell-Thomas:

Director program features:

• One-year vesting; change-in-control acceleration for director restricted stock.
• Company-wide clawback policy applies to incentive compensation.

Other Directorships & Interlocks

• Current public company directorships: None disclosed beyond MCFT.
• Committee interlocks: CHC committee reported no interlocks/insider participation in FY2025.
• Historical governance appointment: Press release announcing appointment and committee placements (Oct 11, 2022). https://investors.mastercraft.com/news-releases/news-release-details/kamilah-mitchell-thomas-join-mastercraft-boat-holdings-inc-board

Expertise & Qualifications

• Executive compensation and human capital strategy; CEO succession planning; organizational transformation across technology, media, and consumer sectors.
• Education: B.A. in Economics, Lincoln University.

Equity Ownership

Recent insider filings (Form 4):

• 2024-09-05 filing: 5,135 restricted shares granted at $17.53; post-transaction 11,257 shares owned; vest 2025-06-30. https://investors.mastercraft.com/static-files/d64ca5f4-4d28-4c21-ac8f-dc312d06e412
• 2025-09-04 filing: 4,056 RSUs awarded; post-transaction 4,056 derivative units owned. https://www.sec.gov/Archives/edgar/data/1638290/000195403325000005/xslF345X05/ownership.xml

Governance Assessment

Strengths

• Independent director with directly relevant CHRO experience for CHC and succession oversight; serves on CHC and NCG.
• High engagement: Board met 4x; committees active (CHC 6x, NCG 4x); all directors ≥92% attendance; regular executive sessions (9).
• Pay alignment signals: director equity is modest, time-based, and change-in-control acceleration disclosed; ownership guideline in place; hedging/pledging prohibited.
• No related-party transactions disclosed involving director; CHC interlocks none.
• Broad shareholder support on Say‑on‑Pay (96.9% at 2024 meeting), indicating overall compensation credibility with investors.

Watch items / potential risks

• Public-company board interlocks not apparent (limits signaling from other boards); however, core expertise remains highly relevant to MCFT’s CHC/NCG mandates.
• Equity awards are time-based (not performance-conditioned) for directors; typical market practice but less performance-levered than PSUs—mitigated by modest grant values and stock ownership guideline.

Supplemental Reference: Director Compensation Year-over-Year (Mitchell-Thomas)

Additional Company Compensation & Governance Context (Board-level oversight relevance)

• CHC scope includes determining director compensation, overseeing clawback policy, sustainability/social (safety, training, development, inclusion) topics.
• NCG scope includes board effectiveness, governance compliance, executive succession planning, and environmental/governance sustainability oversight.
• Compensation peer group used for benchmarking (FY2025): American Outdoor Brands, Clarus, Escalade, Fox Factory, iRobot, Johnson Outdoors, Latham Group, Malibu Boats, Marine Products, Motorcar Parts of America, National Presto, Smith & Wesson, Sturm Ruger, Solo Brands, Twin Disc.

Insider Trades (Last 24 months; Mitchell-Thomas)

Note: Insider trades confirm routine annual director equity awards and show no open-market purchases/sales in the period. This aligns incentives via equity without signaling trading-driven concerns.

RED FLAGS

• None disclosed regarding related-party transactions, option repricing, hedging/pledging by the director, attendance issues, or compensation committee interlocks.

Appendix: Board & Meeting Context (for effectiveness benchmarking)

• Board composition: eight directors; seven independent; average tenure ~6.3 years.
• Board held 4 meetings; Audit 9; CHC 6; NCG 4; Strategy 3 in FY2025.

Citations: MCFT 2025 DEF 14A ; MCFT 2024 DEF 14A ; Form 4 filings and appointment press release (URLs embedded above).