Roch Lambert

About Roch Lambert

Operating Partner at CORE Industrial Partners; Chairman of the Board at MasterCraft Boat Holdings, Inc. since 2024; independent director since 2016; age 62. Education: B.Eng. Mechanical/Aeronautical Engineering, École Polytechnique de Montréal; D.B.A., Université Laval. Core credentials: deep operations and manufacturing leadership across recreational products and marine, including CEO roles at Curt Manufacturing and Rec Boat Holdings, and VP/GM roles at Bombardier Recreational Products (Sea-Doo, Ski-Doo, Evinrude) .

Past Roles

External Roles

Board Governance

• Current roles: Independent Chairman; Chair, Nominating & Corporate Governance (NCG); Member, Audit and Strategy Committees .
• Independence: Board determined Lambert and seven of eight directors are independent under Nasdaq rules; Audit Committee members (incl. Lambert) are independent and financially literate .
• Attendance: Board held 4 meetings in FY2025; all directors attended at least 92% of Board and committee meetings; independent directors held 9 executive sessions . In FY2024, attendance was at least 96%; 11 executive sessions .
• Committee activity (FY2025):
  • Audit: 9 meetings; members Campion (Chair), Deason, Lambert, Leemputte .
  • Compensation & Human Capital (CHC): 6 meetings; members Leemputte (Chair), Campion, Mitchell-Thomas .
  • NCG: 4 meetings; members Lambert (Chair), Battle, Baumgarten, Mitchell-Thomas .
  • Strategy: 3 meetings; members Battle, Baumgarten, Deason, Lambert .
• Leadership structure: CEO and Chairman roles separated; Lambert as independent Chair since July 1, 2024 .

Fixed Compensation

Director compensation policy details (FY2025 unless noted):

• Annual cash retainer: $70,000; paid quarterly .
• Chair of the Board retainer: $65,000; paid quarterly .
• Annual restricted stock award for non-employee directors: $90,000 grant-date fair value; vests after one year (prorated as applicable) .
• Committee retainers: Audit member $10,000; Audit Chair $15,000; CHC member $7,500; CHC Chair $10,000; NCG member $5,000; NCG Chair $7,500; Strategy member $5,000; Strategy Chair $7,500 .
• Special equity: One-time $40,000 restricted stock grant to Lambert on July 1, 2024 for Chair appointment and CEO transition oversight .
• Benefit: Boat usage program; directors bear insurance/maintenance costs; imputed income reported .

Performance Compensation

Lambert’s director equity awards are time-based; however, as Chair of the NCG and a senior Board leader he oversees pay-for-performance alignment used for executives.

LTIP metrics (executives):

• FY2023–2025 PSU performance: Cumulative Adjusted EPS target $16.36; result $6.82; payout 0%; TSR modifier 0.89x; calculated payout 0% .
• FY2022–2024 PSU performance: Cumulative Adjusted EPS target $15.12; result $10.47; payout 8.8%; TSR modifier 0.93x; calculated payout 8.2% .

Say-on-pay outcomes:

Other Directorships & Interlocks

Expertise & Qualifications

• Substantial industry experience in recreational products and powerboats; operations and manufacturing leadership across diverse businesses .
• Strategic planning and leadership credentials; oversight of governance as NCG Chair .
• Technical education in engineering; executive roles spanning product, operations, and corporate leadership .

Equity Ownership

Ownership alignment:

• Director ownership guideline: hold shares equal to 4x annual cash retainer (excluding committee fees); all directors have achieved threshold except two with short tenure .
• Prohibition on hedging and short sales; prohibition on pledging subject to limited exception; company states no director stock is hedged or pledged .

Governance Assessment

• Strengths:

  • Independent Chair with deep sector operating expertise; clear separation of Chair/CEO roles .
  • Active committees with defined charters; Lambert chairs NCG and sits on Audit and Strategy; Audit Committee has financial experts; robust meeting cadence .
  • High say-on-pay support (96.9% in 2024; 99.0% in 2023), indicating shareholder confidence in compensation governance .
  • Strong policies: Nasdaq-compliant clawback, prohibition on hedging/short sales, majority vote director election with resignation policy, overboarding limits .
  • Attendance and engagement: ≥92% meeting attendance in FY2025; frequent independent director executive sessions .

• Watch items:

  • One-time $40,000 RS grant to Lambert upon Chair appointment (transition-related); discretionary awards to directors merit monitoring for precedent and alignment .
  • Concentrated ownership: Coliseum Capital at 21.9% (Sept 2025) could influence governance dynamics; continued independent oversight is key .
  • Pledging prohibition includes limited exception; company states no pledges currently, but exceptions should remain tightly controlled .

• Conflicts/Related-party:

  • No related-party transactions disclosed involving Lambert; formal related-party policy with Audit Committee oversight .
  • Boat usage program disclosed with imputed income; industry-relevant perquisite with transparent reporting .

• Compensation oversight:

  • CHC composition fully independent; uses Willis Towers Watson and a defined peer group for benchmarking (updated FY2025 peer set) .
  • Executive STIP and LTIP metrics explicitly tied to Divisional Free Cash Flow, Adjusted EPS, and relative TSR; Committee exercised negative discretion in FY2025 to align payouts with performance .

Overall, Lambert’s governance profile supports board effectiveness and shareholder alignment given independent leadership, committee roles, and strong policy framework; monitor discretionary director equity and shareholder concentration as potential signals.