W. Patrick Battle
About W. Patrick Battle
Independent director of MasterCraft Boat Holdings, Inc. (MCFT) since 2017; age 62. He serves on the Nominating & Corporate Governance Committee and chairs the Strategy Committee, bringing strategy, marketing, and innovation expertise; he holds a B.A. in Marketing from Georgia State University. The Board has affirmatively determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stillwater Family Holdings | Managing Partner | Present | Instrumental in launching Experience and Fermata Partners; strategic and marketing leadership |
| IMG College | Chairman | Not disclosed | Led college licensing/media leader across >200 universities and NCAA; integrated licensing and marketing |
| The Collegiate Licensing Company (CLC) | President & CEO | Not disclosed | Grew collegiate licensing; later acquired by IMG Worldwide |
External Roles
| Company | Role | Tenure | Committee Roles |
|---|---|---|---|
| Acuity Brands, Inc. (NYSE: AYI) | Director | Present (not dated) | Compensation and Management Development Committee; Governance Committee |
Board Governance
- Independence: The Board determined Mr. Battle is independent; seven of eight directors are independent.
- Committee assignments (MCFT): Nominating & Corporate Governance (member); Strategy (Chair).
- Meeting cadence and attendance (FY2025): Board met 4 times; Nominating & Corporate Governance met 4 times; Strategy met 3 times; all directors attended at least 92% of Board/committee meetings.
- Board leadership: Independent Chairman (Roch Lambert); CEO and Chair roles separated.
- Director resignation policy: Majority vote standard with resignation policy for incumbents failing to receive a majority.
Fixed Compensation
| Component (FY2025) | Amount ($) |
|---|---|
| Cash retainer (Board) | 70,000 |
| Nominating & Corporate Governance member retainer | 5,000 |
| Strategy Committee member retainer | 5,000 |
| Strategy Committee Chair retainer | 7,500 |
| Total fees earned or paid in cash (reported) | 87,500 |
| Perquisites (boat usage imputed income) | — (none reported) |
Notes:
- Committee retainers are paid quarterly; fees shown reflect policy in effect for FY2025.
- Directors may elect to receive retainers in stock in lieu of cash.
Performance Compensation
| Equity Element | Grant date | Grant-date fair value ($) | Vesting | Terms |
|---|---|---|---|---|
| Restricted Stock (annual director grant) | FY2025 | 90,000 | Generally vests after one year of service (prorated for changes) | Subject to acceleration upon a change of control |
- Director equity is time-based (RSAs); no performance conditions are attached to director equity grants.
- Aggregate cash + equity cap for any non-employee director per calendar year: $500,000 (limited exceptions).
Other Directorships & Interlocks
- Current public company board: Acuity Brands, Inc. (AYI); Compensation & Management Development and Governance Committees.
- Compensation committee interlocks: Company disclosed no CHC Committee interlocks in FY2025.
- Related-party transactions: Company’s related-party section discloses policies and notes no specific related-party transactions involving directors; Audit Committee oversees such matters.
Expertise & Qualifications
- Core strengths: Strategy, marketing, innovation; senior leadership experience.
- Education: B.A., Marketing, Georgia State University.
Equity Ownership
| Holder | Shares beneficially owned | % of outstanding |
|---|---|---|
| W. Patrick Battle | 27,455 | <1% (asterisked in company table) |
Ownership alignment and policies:
- Director stock ownership guideline: 4x annual cash retainer; as of the proxy date, all directors achieved the threshold except two with short tenure (individual names not disclosed).
- Hedging/pledging: Company prohibits hedging and pledging; none of the executive officers or directors hold stock subject to a hedge or pledge.
Governance Assessment
Positives
- Independent director since 2017 with chair role on Strategy Committee; skillset aligned to MCFT’s strategic planning needs.
- Strong board engagement metrics (≥92% attendance across directors) and regular independent executive sessions (nine in FY2025).
- Clear, shareholder-aligned director pay structure with modest cash retainer, committee fees, and equity primarily as time-based restricted stock; aggregate annual director pay cap in place.
- Robust governance policies: majority vote with resignation policy, separated Chair/CEO, prohibitions on hedging/pledging, and director overboarding limits.
Watch items / potential red flags
- Director equity accelerates upon change of control (common in small-cap boards but can be viewed as less performance-linked for directors).
- Boat usage program is a minor perquisite; although intended for product familiarity, perqs can draw scrutiny at some institutions (no imputed income reported for Mr. Battle in FY2025).
Contextual shareholder sentiment
- Say-on-Pay support at prior annual meeting was ~96.9%, indicating broad investor support for compensation governance (board-level oversight signal).