DEF 14A of Winnebago Industries Inc, Nov 5, 2024

DEF 14A of Winnebago Industries Inc

Filed Nov 5, 2024 · FY20240001140361-24-045167

Open on EDGAR

  1. How to Vote

    | | Page | | Option Exercises and Stock Vested Table | 53 | | Nonqualified Deferred Compensation | 53 | | Potential Payments upon Termination or Change in Control | 54 | | 2014 and 2019 Incentive Compensation Plan Payments | 55 | | Estimated Change in Control or Termination Payments and Benefits at the End of Fiscal 2024 | 57 | | CEO Pay Ratio Disclosure | 59 | | Pay Versus Performance Disclosure | 60 | | Equity Compensation Plan Information | 64 | | Proposal 2 – Advisory Vote to Approve the Compensation of our Named Executive Officers | 65 | | Proposal 3 – Ratification of the Appointment of Independent Registered Public Accountant for the Fiscal Year Ending August 30, 2025 | 66 | | Report of the Audit Committee | 67 | | Independent Registered Public Accountant’s Fees and Services | 68 | | Policy Regarding the Approval of Independent Registered Public Accountant Provision of Audit and Non-audit Services | 68 | | Security Ownership of Certain Beneficial Owners and Management | 69 | | Voting Information | 71 | | Other Information | 73 |

  2. Director Nominees and Continuing Directors

    Director Nominees and Continuing Directors

  3. Director Nominees and Continuing Directors

    | Name and Primary Occupation | Age | Director Since | Independent | Other Public Boards | Current Committees | | | Sara E. Armbruster President and Chief Executive Officer of Steelcase, Inc. | 53 | 2019 | Yes | 1 | • | Finance | | | | | | | • | Human Resources | | Christopher J. Braun Former Chief Executive Officer of Teton Buildings, LLC | 64 | 2015 | Yes | — | • | Audit | | | | | | | • | Nominating and Governance | | Kevin E. Bryant Executive Vice President and Chief Operating Officer of Evergy, Inc. | 49 | 2021 | Yes | — | • | Audit | | | | | | | • | Finance* | | William C. Fisher Former Chief Information Officer of Polaris, Inc. | 70 | 2015 | Yes | — | • | Audit | | | | | | | • | Nominating and Governance* | | Michael J. Happe President and Chief Executive Officer of Winnebago Industries | 53 | 2016 | No | 1 | | | | Staci L. Kroon Former President and Chief Executive Officer of BraunAbility | 51 | 2023 | Yes | — | • | Finance | | | | | | | • | Human Resources | | David W. Miles (Chair) Co-Founder and Managing Principal of Manchester Story Group | 67 | 2015 | Yes | — | | | | John M. Murabito Former Executive Vice President and Chief Administrative Officer of Cigna Corporation | 65 | 2017 | Yes | — | • | Human Resources* | | | | | | | • | Nominating and Governance | | Jacqueline D. Woods Chief Marketing Officer of Teradata Corporation | 62 | 2021 | Yes | — | • | Human Resources | | | | | | | • | Nominating and Governance |

  4. Director Nominees and Continuing Directors

    | * Committee Chair |

  5. Director Nominees and Continuing Directors

    | | Proxy Statement for 2024 Annual Meeting 7 |

  6. Director Nominees and Continuing Directors

    | CORPORATE RESPONSIBILITY & INCLUSION |

  7. Director Nominees and Continuing Directors

    Winnebago Industries is driven by a purpose to elevate every moment outdoors. We are guided toward that purpose by three core values: to do the right thing, put people first and be the best. We are committed to building a culture of corporate and individual responsibility focused on our people, planet and community. Our materiality assessment informs our CR&I Strategy. To learn more about our materiality assessment, read our 2024 Corporate Responsibility Report at www.winnebagoind.com/our-impact.

  8. Director Nominees and Continuing Directors

    | Our CR&I efforts are centered on three priorities: • LEARN about each other and the world we live in • ACT on what we learn to positively impact our people and our planet • INSPIRE others to do the same | |

  9. Director Nominees and Continuing Directors

    | PEOPLE Build a shared sense of inclusion to empower our teammates and create a sense of belonging. |

  10. Director Nominees and Continuing Directors

    | Developing Our People Enhanced understanding of Leadership Expectations through nine events and Leadership Speaker Series with 1,294 attendees. | Champion of Women RV Women’s Alliance Society of Women Engineers Women in Manufacturing | Employee Experience Expanded Employee Resource Groups to include Mosaic, Vet Net, and WIN | Zero-Harm Safety In our ongoing commitment to putting people first, we embraced the annual theme “Safer Together” across all business units, leading to enhanced safety metrics. |

  11. Director Nominees and Continuing Directors

    | PLANET Act as responsible environmental stewards to protect and preserve the outdoors. |

  12. Director Nominees and Continuing Directors

    | | Waste Reduction | | GHG Emissions Reduction | | Product Stewardship | | Water Reduction | | Goal: Achieve a Zero Waste to Landfill target of 90% diversion of waste from landfills by 2030 | | Goal: Reduce absolute greenhouse gas (GHG) emissions by at least 50% by 2030 | | Goal: Build a Lifecycle Assessment process to address upstream and downstream environmental impacts for our product lines by 2030 | | Goal: Reduce freshwater use by 30% by 2030 | |

  13. Director Nominees and Continuing Directors

    | COMMUNITY Commit to doing well and doing good in the places we travel, live, work, and play. |

  14. Director Nominees and Continuing Directors

    | | | | | Over $3.8 million in total community support (charitable donations, employee giving, and volunteer hours)* | $1 million+ raised by employees to 800+ community partners* | 13,000+ volunteer hours logged by 460+ employees* | | | *in FY24 | |

  15. Director Nominees and Continuing Directors

    | Follow our corporate responsibility journey at www.winnebagoind.com/responsibility |

  16. Director Nominees and Continuing Directors

    | | Proxy Statement for 2024 Annual Meeting 8 |

  17. Proposal 1 – Election of Directors

    Proposal 1 – Election of Directors Our bylaws provide that our Board is comprised of between three and fifteen directors. The number of directors currently on the Board is ten. Mr. Richard D. Moss will retire from the Board effective as of the Annual Meeting and, accordingly, the Board has set the number of directors that will constitute the Board at nine, effective as of the Annual Meeting. The Board adopted a majority voting policy for the election of directors in uncontested elections. Under this policy, in any uncontested election of directors, if any nominee receives less than a majority of the votes cast for the nominee, that nominee will still be elected, but must tender his or her resignation to the full Board for consideration at the next regularly scheduled meeting of the Board. The Board will only not accept the tendered resignation for, in its judgment, a compelling reason. If the Board, with the affected director not participating, does not accept the resignation at the regularly scheduled meeting following the election, then the nominee will be considered elected and may serve out the term to which he or she was elected. In any contested election of directors where the number of nominees exceeds the number of available positions, strict plurality voting will apply. Based on the recommendation of the Nominating and Governance Committee, our Board has nominated Mr. Christopher J. Braun, Mr. David W. Miles and Ms. Jacqueline D. Woods for election to serve as Class I directors for three-year terms expiring at the annual meeting of shareholders following fiscal 2027.

  18. Proposal 1 – Election of Directors

    | ✔ | THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES. |

  19. Proposal 1 – Election of Directors

    | | Proxy Statement for 2024 Annual Meeting 19 |

  20. Director Nominees — Class I (Term Ending 2027)

    Director Nominees — Class I (Term Ending 2027)

  21. Director Nominees — Class I (Term Ending 2027)

    | Christopher J. Braun Age 64 Director since 2015 Committees: Audit Nominating and Governance | Skills and Qualifications: | | | | | | • | Global Experience | • | Operations Optimization | | | • | Channel Development | | | | | Christopher J. Braun has over 30 years of leadership experience encompassing manufacturing, finance and sales. Most recently, he was self-employed as a management consultant from 2014 through February 2020. He founded Teton Buildings in 2008 and held the position of CEO through 2013. His previous experience includes CEO of Teton Homes, Executive Vice President – RV Group at Fleetwood Enterprises and various senior management positions within PACCAR Inc., a manufacturer of Kenworth and Peterbilt trucks. As a recognized leader in the RV industry, Mr. Braun provides keen insights to the Board. His prior experience in the RV industry, combined with his vast manufacturing background and his role as a former CEO make him well-positioned to critically and thoughtfully review and guide the Company’s strategy. | | | |

  22. Director Nominees — Class I (Term Ending 2027)

    | David W. Miles Age 67 Director since 2015 Chair of the Board | Skills and Qualifications: | | | | | | • | Public/Private Company CEO | • | Technology Leader/Data & Analytics | | | • | Strategic Transformation | • | Public Affairs/Stakeholder Management | | | David W. Miles, a financial adviser, entrepreneur and investor, was elected as Chair of the Board in June 2019. Mr. Miles is co-founder and Managing Principal of ManchesterStory Group, an early stage venture capital firm, and founder and manager of The Miles Group, LLC, which makes direct and indirect private equity investments. He is also a director and chair of the Audit Committee of Northwest Financial Corporation. Until the company’s sale in March 2020, Mr. Miles was the principal owner of Miles Capital, Inc., an institutional asset management firm serving insurance companies, public bodies, foundations and endowments, and high net worth investors, where he worked for over 23 years. Mr. Miles served as Executive Vice President, Principal Mutual Funds, and Executive Vice President, AMCORE Financial, Inc., where he was responsible for asset management, trust, private banking, brokerage, employee benefits and insurance services. During his career, Mr. Miles has served as a director or officer of more than 60 public mutual funds with total assets exceeding $30 billion. Mr. Miles brings legal and investment transaction experience to the Board and holds a J.D. from Harvard Law School. He also brings significant expertise in financial reporting and capital allocation strategy. | | | |

  23. Director Nominees — Class I (Term Ending 2027)

    | | Proxy Statement for 2024 Annual Meeting 20 |

  24. Director Nominees — Class I (Term Ending 2027)

    | Jacqueline D. Woods Age 62 Director since 2021 Committees: Human Resources Nominating and Governance | Skills and Qualifications: | | | | | | • | Global Experience | • | Technology Leader/Data & Analytics | | | • | Marketing/Sales/Branding | | | | | Jacqueline D. Woods is the Chief Marketing Officer at Teradata Corporation, a multi-cloud data platform for enterprise analytics, where she oversees strategic marketing planning and delivery, digital and social properties, and customer experience enrichment. Ms. Woods joined Teradata from NielsenIQ, an industry leader in global measurement and data analytics, where she was the Chief Marketing and Communications Officer from 2019 to 2021. Prior to joining NielsenIQ, Ms. Woods held Chief Marketing Officer roles at IBM, a global technology company, from 2010 to 2019 and also held roles of increasing responsibility at Oracle Corporation, a computer software company, for 10 years, helping lead the company’s e-business standardization. Ms. Woods serves on the Board of Trustees for Community Reinvestment Fund USA, a not-for-profit organization dedicated to improving communities through innovative financial solutions. She also serves on board of the Greater Fairfield County Foundation, Inc., a not-for-profit organization helping under-served communities in southern Connecticut, and Avaya Holdings Corporation, a privately held multinational technology company providing workstream collaboration services. Ms. Woods brings deep expertise in all aspects of marketing, branding, pricing, customer insights and strategy. | | | |

  25. Directors Continuing in Office — Class II (Term Ending 2025)

    Directors Continuing in Office — Class II (Term Ending 2025)

  26. Directors Continuing in Office — Class II (Term Ending 2025)

    | Kevin E. Bryant Age 49 Director since 2021 Committees: Audit Finance (Chair) | Skills and Qualifications: | | | | | | • | Financial Expert | • | Strategic Transformation | | | • | Operations Optimization | | | | | Kevin E. Bryant is Executive Vice President and Chief Operating Officer of Evergy, Inc., an electric utility company, a position he has held since June 2018. In this role, Mr. Bryant has management responsibility for utility operations, including generation operations and generation services, transmission operations, transmission and delivery services, distribution operations, resource planning, safety and training. Since joining Evergy in 2003, Mr. Bryant has held several positions that have drawn on his strategic insight and finance and marketing experience. Prior to his current position, Mr. Bryant served as Vice President of Investor Relations and Treasurer, Vice President of Strategic Planning and President of KLT Inc., a subsidiary of Evergy. He was named Executive Vice President Finance & Strategy and Chief Financial Officer in 2015. Before joining Evergy, Mr. Bryant held roles at THQ, Inc., UBS Group AG and Hallmark Cards, Inc. Mr. Bryant also serves on the members committee of the Southwest Power Pool and on the board of directors of the National Association of Corporate Directors, Midwest Chapter. Mr. Bryant brings financial, operational, business development and energy platform expertise to the Company. | | | |

  27. Directors Continuing in Office — Class II (Term Ending 2025)

    | | Proxy Statement for 2024 Annual Meeting 21 |

  28. Directors Continuing in Office — Class II (Term Ending 2025)

    | John M. Murabito Age 65 Director since 2017 Committees: Human Resources (Chair) Nominating and Governance | Skills and Qualifications: | | | | | | • | Global Experience | • | Strategic Transformation | | | • | Human Capital Management/Compensation/DE&I | | | | | John M. Murabito most recently served as Executive Vice President at Cigna Corporation, a global healthcare services company, from 2003 until his retirement in April 2022. Mr. Murabito joined Cigna as its Chief Human Resources Officer and served in that role for 18 years before becoming Chief Administrative Officer in 2021. In that role, he had oversight of human resources, enterprise marketing, security and aviation, diversity, equity & inclusion, civic affairs, and the Cigna Foundation, of which he was the president. Earlier in his career, he served as Senior Vice President of Human Resources and Corporate Services at the Monsanto Company. His background includes over 40 years of extensive related experience with the Frito-Lay division of PepsiCo, Symbion, Inc., and The Trane Company. Mr. Murabito is a Fellow of the National Academy of Human Resources and served as Chair of the Board for many years. He is a former Trustee and Board Chair for his alma mater, Augustana College. Mr. Murabito brings strong executive business leadership and talent management expertise to our Board as a former senior executive of a Fortune 20 public company. He provides valuable insights on human capital, executive compensation, leadership development and succession planning to the Board. | | | |

  29. Directors Continuing in Office — Class III (Term Ending 2026)

    Directors Continuing in Office — Class III (Term Ending 2026)

  30. Directors Continuing in Office — Class III (Term Ending 2026)

    | Sara E. Armbruster Age 53 Director since 2019 Committees: Finance Human Resources | Skills and Qualifications: | | | | | | • | Public/Private Company CEO | • | Global Experience | | | • | Strategic Transformation | | | | | Sara E. Armbruster is President and Chief Executive Officer of Steelcase Inc., a global office furniture manufacturer, a position she has held since October 2021. Ms. Armbruster also serves on the board of directors of Steelcase. Ms. Armbruster has held several leadership positions since joining Steelcase in 2007 as Vice President of Corporate Strategy, including as Vice President, Strategy, Research and Digital Transformation and Executive Vice President. In her roles, Ms. Armbruster oversaw Steelcase’s technology efforts and was responsible for advancing the embrace of digital technologies and for digital transformation of Steelcase. Ms. Armbruster also has had responsibility for a range of innovation activities, including global design research, the design and implementation of new business models, and the development of external growth opportunities, including acquisitions and partnerships. Before joining Steelcase, Ms. Armbruster was Vice President of Business Development at Banta Corporation, a contract printing company. Ms. Armbruster brings substantial experience in strategy, innovation, information technology, and digital transformation to our Board. As a senior executive of a public company with primary responsibility in these areas, she provides valuable strategic insights and expertise with respect to growth opportunities for the Company and areas of critical business innovation. | | | |

  31. Directors Continuing in Office — Class III (Term Ending 2026)

    | | Proxy Statement for 2024 Annual Meeting 22 |

  32. Directors Continuing in Office — Class III (Term Ending 2026)

    | William C. Fisher Age 70 Director since 2015 Committees: Audit Nominating and Governance (Chair) | Skills and Qualifications: | | | | | | • | Operations Optimization | • | Mobility Ecosystem | | | • | Global Experience | • | Technology Leader/Data & Analytics | | | • | Channel Development | | | | | William C. Fisher was the Chief Information Officer of Polaris Industries Inc., a manufacturer of power sports products, from 1999 until his retirement in 2015. During his tenure at Polaris, he also served as the General Manager of Service from 2005 until 2014 overseeing all technical, dealer, and consumer service operations. Prior to joining Polaris, Mr. Fisher was employed by MTS Systems for 15 years in various positions in information services, software engineering (applications and embedded control systems), factory automation, vehicle testing, and general management. Before that time, Mr. Fisher worked as a civil engineer for Anderson-Nichols and he later joined Autocon Industries, where he developed process control software. Mr. Fisher’s experience as Chief Information Officer at Polaris has provided substantial experience with information technology and cybersecurity issues. His experience as an engineer and in executive positions in service and consumer service operations provides valuable insight for our customer service function as well as relationships with channel partners. His familiarity with highly discretionary consumer products is a key asset as we focus on improved service and operational efficiency. | | | |

  33. Directors Continuing in Office — Class III (Term Ending 2026)

    | Michael J. Happe Age 53 Director since 2016 | Skills and Qualifications: | | | | | | • | Public/Private Company CEO | • | Strategic Transformation | | | • | Marketing/Sales/Branding | • | Global Experience | | | • | Channel Development | | | | | Michael J. Happe joined Winnebago Industries in January 2016, as the President, Chief Executive Officer and a director. Mr. Happe has led a transformation of the Company into an outdoor recreation/lifestyle enterprise. Under his leadership, Winnebago Industries has grown both organically and inorganically, completed five acquisitions, including Grand Design RV, Chris-Craft, Newmar, Barletta Boats, and Lithionics Battery, and expanded its industry and geographic footprint. Winnebago Industries’ net sales, net income, RV and marine market share, and total shareholder returns have all grown significantly under Mr. Happe’s leadership, as has the Company’s commitment to corporate responsibility. In 2023, Mr. Happe was named the Ernst & Young National Entrepreneur of the Year for the United States. He worked previously at The Toro Company, a global manufacturer of turf and landscape maintenance and development solutions, where he most recently served as an Executive Officer and Group Vice President of Toro’s Residential and Contractor business until 2015. A 19-year veteran of The Toro Company, Mr. Happe held a series of senior leadership positions throughout his career across a variety of the company’s domestic and international divisions. Mr. Happe also serves as a director for H.B. Fuller Company. His knowledge of all aspects of the Winnebago Industries business positions him well to serve on the Board. Mr. Happe’s extensive experience and positions rising in complexity and breadth at Toro, including global business affairs, as well as his director position at H.B. Fuller, brings further expertise in corporate leadership and development and execution of profitable business growth strategy. | | | |

  34. Directors Continuing in Office — Class III (Term Ending 2026)

    | | Proxy Statement for 2024 Annual Meeting 23 |

  35. Directors Continuing in Office — Class III (Term Ending 2026)

    | Staci L. Kroon Age 51 Director since 2023 Committees: Finance Human Resources | Skills and Qualifications: | | | | | | • | Public/Private Company CEO | • | Mobility Ecosystem | | | • | Operations Optimization | | | | | Staci L. Kroon most recently served as President and Chief Executive Officer of BraunAbility, a global manufacturer of mobility vehicles and other mobility solutions, from 2017 until April 2024. Ms. Kroon also served as a director of BraunAbility during that period of time. In her role at BraunAbility, she focused on growth through mobility innovation and cultivating a purpose-driven culture. During her tenure at BraunAbility, Ms. Kroon diversified the company’s business model, completing six acquisitions and a majority stake joint venture. Before joining BraunAbility, Ms. Kroon spent 20 years at Eaton Corporation, a global power management company, holding several roles with increasing scope and complexity in operations, business development and general management before being named Executive Vice President of Eaton Business System in September 2015. Ms. Kroon brings substantial experience in operational excellence, strategic growth, and product innovation. | | | |

  36. Directors Continuing in Office — Class III (Term Ending 2026)

    | | Proxy Statement for 2024 Annual Meeting 24 |

  37. Director Compensation

    Director Compensation The Board approves non-employee director compensation based on recommendations of the Human Resources Committee. The Human Resources Committee has engaged Semler Brossy to analyze the total compensation paid to the Board. Semler Brossy assisted the committee in reviewing the market data and made recommendations regarding the types and amounts of compensation we pay our non-employee directors. Based on the committee’s review of our director compensation program with Semler Brossy, the committee recommended and the Board approved, an increase to the annual Board Chair cash retainer, effective September 1, 2024. Employee directors receive no additional compensation for serving on the Board or its committees. Non-employee directors receive the following for their service on the Board:

  38. Director Compensation

    | Compensation Element | | Fiscal 2024 | | Annual Board Cash Retainer | | $90,000 | | • Payable in quarterly installments in arrears | | | | Annual Board/New Board Member Equity Retainer | | $150,000 | | • Granted in the form of restricted stock units for the upcoming year | | | | Annual Board Chair Cash Retainer | | $125,000(1) | | • Payable in quarterly installments in arrears | | | | Annual Committee Chair Cash Retainer | Audit Committee | $20,000 | | • Payable in quarterly installments in arrears | Other Committees | $15,000 |

  39. Director Compensation

    | (1) Increased to $150,000 effective September 1, 2024 as described above. |

  40. Director Compensation

    Director equity awards are granted prospectively for the upcoming year. This means that any new directors will receive a prorated award at the next regularly scheduled Board meeting, if the next regularly scheduled Board meeting is not the meeting at which annual awards are granted. Directors who joined the Board before we began prospectively granting equity awards will receive an award of the annual grant prior to separation of service from the Board that provides for accelerated vesting of the award upon retirement from the Board at the conclusion of his or her term.

  41. Director Compensation

    | | Proxy Statement for 2024 Annual Meeting 25 |

  42. Director Compensation Table

    Director Compensation Table The following table sets forth the total compensation paid to each non-employee director for fiscal 2024, other than reimbursement for travel expenses:

  43. Director Compensation Table

    | Director | Fees Earned or Paid in Cash(1)(2) ($) | Stock Awards(3) ($) | All Other Compensation(4)(5) ($) | Total ($) | | Sara E. Armbruster | 90,000 | 150,000 | 51,155 | 291,155 | | Christopher J. Braun | 90,000 | 150,000 | — | 240,000 | | Kevin E. Bryant | 105,000 | 150,000 | — | 255,000 | | William C. Fisher | 105,000 | 150,000 | — | 255,000 | | Staci L. Kroon | 82,500 | 150,000 | — | 232,500 | | David W. Miles | 215,000 | 150,000 | — | 365,000 | | Richard D. Moss | 110,000 | 150,000 | — | 260,000 | | John M. Murabito | 105,000 | 150,000 | — | 255,000 | | Jacqueline D. Woods | 90,000 | 150,000 | — | 240,000 |

  44. Director Compensation Table

    | (1) Our directors may elect to receive retainer fees in cash or may defer their retainer fees into the Directors’ Deferred Plan. |

  45. Director Compensation Table

    | (2) During fiscal 2024, the Board Chair received an additional $125,000 per year, the Audit Committee Chair received an additional $20,000 annual retainer, and the Chairs of the other Board committees received an additional $15,000 annual retainer, each of which are reflected in these figures. |

  46. Director Compensation Table

    | (3) These awards are valued at $58.68 per share, the closing stock price on October 10, 2023, the date of the restricted stock unit grant, except for Ms. Kroon’s award, which is valued at $58.47, the closing stock price on October 11, 2023, the date of her restricted stock unit grant. |

  47. Director Compensation Table

    | (4) The amount in this column for Ms. Armbruster represents a reimbursement by the Company in 2024 for taxes owed by her pursuant to Section 409A of the Internal Revenue Code. This reimbursement was intended to make Ms. Armbruster whole for the tax effects under Internal Revenue Code Section 409A caused by an inadvertent administrative error that resulted in the Company’s late settlement of shares of the Company’s common stock pursuant to an equity award previously granted to Ms. Armbruster. |

  48. Director Compensation Table

    | (5) None of the directors received perquisites and other personal benefits in an aggregate amount of $10,000 or more. |

  49. Director Compensation Table

    | | Proxy Statement for 2024 Annual Meeting 26 |

  50. Executive Compensation Philosophy and Program Objectives

    | ⯀ | Provide fair and competitive compensation |

  51. Executive Compensation Philosophy and Program Objectives

    | Fiscal 2024 Performance Results | | The Company’s financial results tied to annual incentive compensation measures for fiscal 2024 are set forth below. | | |

  52. Executive Compensation Philosophy and Program Objectives

    | | Incentive Plan | | Performance | | | | Annual(1) | Long-Term(2) | 1-year | 3-year(3) | | Net Revenue ($ in thousands) | ✔ | | $2,973,490 | N/A | | Operating Income ($ in thousands) | ✔ | | $100,174 | N/A | | Net Working Capital | ✔ | | 19.9% | N/A | | Average Return on Invested Capital (Incentive ROIC)(4) | | ✔ | N/A | 4.9% | | Incentive Earnings Per Share (Incentive EPS)(4) | | ✔ | N/A | $3.38 |

  53. Executive Compensation Philosophy and Program Objectives

    | (2) The 2022-2024 LTIP plan metrics consist of 50% Incentive ROIC and 50% Incentive EPS. |

  54. Executive Compensation Philosophy and Program Objectives

    | (3) Relates to the fiscal 2022-2024 performance period of the 2022-2024 LTIP plan. The full details of the plan and performance are outlined in the “Payout of the Fiscal 2022-2024 LTIP Cycle” section of this proxy statement. |

  55. Executive Compensation Philosophy and Program Objectives

    | (4) When determining the level of actual performance for the fiscal 2022-2024 three-year performance period of the Long-Term Incentive Program (LTIP), the committee excluded the impact of certain events impacting comparability, consistent with our defined methodology. The Incentive ROIC metric was adjusted from ROIC to exclude the following: (i) pretax acquisition-related costs, (ii) pretax amortization, and (iii) the tax impact of the aforementioned adjustments, as applicable. The Incentive EPS metric was adjusted from diluted EPS to exclude the following: (i) pretax acquisition-related costs, (ii) pretax earnout valuation adjustments, (iii) pretax amortization, (iv) pretax change in fair value of notes receivable and other investments, (v) loss on repurchase of convertible notes, (vi) the impact of Chris-Craft goodwill impairment, and (vii) the tax impact of the aforementioned adjustments, as applicable. |

  56. Impact of Performance on Fiscal 2024 Compensation

    | Performance Objective | | Link to 2024 Compensation | | Financial | ⯀ | For Messrs. Happe and Hughes, 75% of the 2024 annual incentive award was based on achieving targeted levels of net revenue (40%), operating income (50%), and net working capital (10%) at the enterprise level. For Mr. Bower, 75% of the 2024 annual incentive award was based on achieving targeted levels of net revenue (30%), operating income (50%), and net working capital (20%) at the Winnebago Outdoor business unit level. For Mr. Tubman, 75% of the 2024 annual incentive award was based on achieving targeted levels of net revenue (40%), operating income (50%), and net working capital (10%) at the Newmar business unit level. The other 25% was tied to individual metrics aligned with goals deemed important to advancing business objectives. | | | ⯀ | Pursuant to the terms of his employment agreement, Mr. Clark’s incentive compensation is 90% dependent on pretax net income of the Grand Design business and 10% dependent on Grand Design’s performance against an operating target set by the Company. | | | ⯀ | Payout for the fiscal 2022-2024 LTIP awards was tied 50% to our Incentive ROIC and 50% to our Incentive EPS. | | Total Shareholder Returns | ⯀ | With the exception of Mr. Clark, 66% of our NEO compensation on average was delivered in the form of Company equity awards (77% in the case of our CEO). | | | ⯀ | 15% of the annual equity grants made in fiscal 2024 to all NEOs, excluding Mr. Clark, were in the form of stock options, which only have value to the executive if the value of the Company grows for our shareholders. |

  57. Elements of Fiscal 2024 Compensation

    | | Element | Mechanics | Rationale | | Paid in Equity | Performance Share Units / Long-Term Incentive Program (LTIP) – Annual | 50% of all annual equity awards For the fiscal 2024-2026 performance period, payouts are tied to performance against pre-determined goals across a three-year performance period The metrics consist of: • 50% Incentive ROIC • 50% Incentive EPS Payouts range from 0%-200% of a pre-determined target value | Rewards for achievement of specific long-term financial objectives Aligns NEOs’ interest with long-term shareholder value creation | | | Stock Options – Annual | 15% of all annual equity awards Stock options can be exercised over 10 years and vest over three years in equal installments | Aligns NEOs’ interest with long-term shareholder value creation as measured by appreciation in stock price from the date of grant | | | Restricted Stock Units – Annual | 35% of all annual equity awards Restricted stock units vest over three years in equal installments | Aligns NEOs’ interest with long-term shareholder value creation Encourages executive retention |

  58. Performance-based Pay Mix

    Performance-based Pay Mix Consistent with the committee’s commitment to a strong, positive link among our business objectives, our performance and our executive compensation practices, we have placed a significant emphasis on pay “at risk,” based on the achievement of established business objectives and shareholder value creation. In fiscal 2024, 86% of our CEO’s total target compensation and 71% of the average total target compensation of our other NEOs was performance-based pay, including annual incentive compensation and annual equity grants, with a significant emphasis on long-term performance and shareholder value creation. The following charts illustrate the components of our CEO’s fiscal 2024 total target compensation, as well as the components of the average total target compensation for our other NEOs in fiscal 2024, excluding Mr. Clark. Total target compensation includes fiscal 2024 annualized base salary, target annual incentive compensation, and the grant date fair value of the annual equity grants made in fiscal 2024, as reported in the Summary Compensation Table (and excludes benefits and other compensation).

  59. Role of the Human Resources Committee

    Role of the Human Resources Committee The Human Resources Committee is responsible for reviewing and approving, on an annual basis, the corporate goals and objectives with respect to the compensation of all of our executive officers, as described in the committee’s charter. The committee relies on its own review and the advice of its independent compensation consultant in establishing executive officer pay. The committee seeks the input of the CEO in making executive officer pay decisions for all executives other than himself, with the committee approving all compensation decisions. In October 2023, the committee approved annual incentive performance objectives for fiscal 2024 based upon the business plan for the year. In October 2023, the committee granted long-term incentive awards to our executive officers under the Amended and Restated 2019 Omnibus Incentive Plan (the 2019 Plan), which was approved by the shareholders at the 2023 annual meeting of shareholders, including annual LTIP performance share units, stock options, and restricted stock units. After the completion of fiscal 2024, the committee (i) approved the 2024 annual incentives for our NEOs based on achievement of the performance objectives established at the beginning of the year and (ii) certified achievement of performance objectives with respect to the LTIP performance share unit awards granted to then-current executives in fiscal 2022 that had a performance period running from fiscal 2022-2024.

  60. Role of the Compensation Consultant

    Role of the Compensation Consultant The Human Resources Committee retained Semler Brossy as its independent executive compensation consultant for fiscal 2024. Retained by and reporting directly to the committee, Semler Brossy provided the committee with assistance in evaluating our executive compensation programs and policies, and, where appropriate, assisted with the revision of elements of the programs. Additionally, Semler Brossy performed the following activities to support the committee:

  61. Role of the Compensation Consultant

    | ⯀ | Reviewed annual and long-term incentive designs and assisted with determination of annual and long-term incentive awards, including fiscal 2024 payouts |

  62. Role of the Compensation Consultant

    | ⯀ | Reviewed the total compensation program, including competitive peer group analysis and analysis of executive pay levels in relation to broader market survey data |

  63. Role of the Compensation Consultant

    | ⯀ | Reviewed information provided to the committee by management |

  64. Role of the Compensation Consultant

    | ⯀ | Developed recommendations with respect to CEO compensation decisions and provided advice to the committee on the compensation decisions affecting all executives, including the NEOs |

  65. Role of the Compensation Consultant

    | ⯀ | Attended and participated in committee meetings as requested by the committee |

  66. Role of the Compensation Consultant

    | ⯀ | Reported on compensation trends and best practices, plan design, and the reasonableness of individual compensation awards |

  67. Role of the Compensation Consultant

    | ⯀ | Assisted the committee in reviewing the Board’s compensation and assessing its competitiveness relative to market |

  68. Role of the Compensation Consultant

    | ⯀ | Assisted the committee in assessing the extent to which the Company’s compensation policies and practices promote reasonable and appropriate risk-taking behavior by management and avoid excessive risk-taking behavior |

  69. Role of the Compensation Consultant

    | ⯀ | Provided a consultant independence and conflicts of interest assessment |

  70. Role of the Compensation Consultant

    | ⯀ | Met with the committee and/or its members without management present |

  71. Role of the Compensation Consultant

    Semler Brossy did not provide any services to us other than those detailed above. The committee determined that no conflicts of interest exist with respect to Semler Brossy serving as an advisor to the committee. In making this determination, the committee considered various factors, including those set forth in the SEC’s and NYSE’s rules.

  72. Role of the Compensation Consultant

    | | Proxy Statement for 2024 Annual Meeting 34 |

  73. Role of Management

    | ⯀ | Assisting the CEO in making preliminary recommendations of base salary structure, annual and long-term (equity) program design and target award levels for the NEOs and other employees eligible to receive annual incentive awards |

  74. Role of Management

    | ⯀ | Preparing tally sheets outlining current pay opportunities and potential value of severance under various termination scenarios |

  75. Market Competitiveness Review

    Market Competitiveness Review When setting fiscal 2024 compensation, the Human Resources Committee focused on trying to set pay levels, in the aggregate, within a competitive range of the market median. Some roles may be higher or lower in the competitive range based on performance, tenure in role, or other internal considerations. Competitive market data is only one of several factors considered by the committee in setting executive compensation levels. The committee establishes an individual annual bonus and equity incentive target opportunity for each NEO based on the committee’s evaluation of the executive’s experience, level and scope of responsibility and individual performance. Actual cash compensation may be more or less than the target opportunity as a result of performance under the incentive plan. Realized compensation from our equity-based awards may be more or less than the target opportunity as a result of our performance relative to the LTIP measures and our stock price performance. In setting compensation, the committee compares base salaries, annual incentive opportunities and long-term compensation for the NEOs to a peer group of similarly sized companies (which we refer to collectively as our compensation peers). For fiscal 2024, the committee used the following set of companies that were determined to have similarly sized revenues and market values as our compensation peers.

  76. Market Competitiveness Review

    | Compensation Peers | | | Altra Industrial Motion | LCI Industries – LCII (NYSE) | | American Axle – AXL (NYSE) | Oshkosh Corporation – OSK (NYSE) | | Brunswick Corporation – BC (NYSE) | Patrick Industries – PATK (NASDAQ) | | Crane Co. – CR (NYSE) | Polaris – PII (NYSE) | | Dana Incorporated – DAN (NYSE) | REV Group – REVG (NYSE) | | Donaldson Company, Inc. – DCI (NYSE) | The Timken Company – TKR (NYSE) | | Harley-Davidson, Inc. – HOG (NYSE) | The Toro Company – TTC (NYSE) | | Hyster-Yale – HY (NYSE) | Wabash National – WNC (NYSE) |

  77. Market Competitiveness Review

    In addition to peer group data, Semler Brossy collected market data from compensation surveys for executive positions where the scope of responsibilities for the Company’s executives was not comparable to the peer group named executive officers and where general industry survey data provided a better match for comparable positions in the market.

  78. Base Salary

    | ⯀ | Competitive market data provided by the committee’s independent compensation consultant |

  79. Base Salary

    | (1) Mr. Clark’s employment agreement was most recently amended on October 17, 2023, effective as of September 1, 2023. Under the terms of the amended agreement, Mr. Clark’s annual base salary was increased to $500,000. This was the first increase to Mr. Clark’s annual base salary since the Company acquired Grand Design in 2016. |

  80. Base Salary

    | (2) The committee approved the increase in base salary based on a review of the NEO’s base salary as compared to the peer group market data and individual performance. |

  81. Annual Incentive Plan — Officers’ Incentive Compensation Plan (OICP)

    Annual Incentive Plan — Officers’ Incentive Compensation Plan (OICP) The OICP is designed to motivate and reward the successful completion of our annual performance goals as set by the Human Resources Committee. The amount of the participants’ incentive compensation earned for a given fiscal year is calculated under the OICP to be in direct proportion to our financial performance expressed as a percentage (financial factor) against compensation targets for each participant as determined by the committee. OICP awards are earned to the extent we meet or exceed financial targets as well as business unit and individual performance goals. Each NEO, except for Mr. Clark, is eligible for a target award, denominated as a percentage of fiscal 2024 base salary. NEOs may earn from 0% of the target award under the OICP up to a maximum of 200% of the target award. In setting the target award percentages for the NEOs, the committee considers competitive data in the compensation peer studies, individual performance evaluations, and internal equity factors.

  82. Fiscal 2024 OICP

    Individual objectives (25% of the OICP for Messrs. Happe, Hughes, Tubman and Bower) provide actionable and measurable objectives controllable by the individual to achieve financial and non-financial goals. Individual goals for our NEOs during fiscal 2024 included the following: For Mr. Happe, to continue to drive key enterprise-wide strategic priorities around strengthening an inclusive, high-performance culture, growing exceptional outdoor lifestyle brands, broaden reach with outdoor customers, drive operational excellence and portfolio synergy, and utilize technology and information as business catalysts. For Mr. Hughes, to optimize cash flow and return on invested capital by reducing working capital, mature the Company’s investor relations function, support business development through excellence in due diligence and integration, optimize the Company’s cost of capital and tax rate, and help drive enterprise-wide strategic priorities. For Mr. Tubman, to profitably grow the business by focusing on dealer network performance, product line expansion and optimization, quality and innovation, while also working to maintain and grow the high performing culture focusing on overall employee experience and safety. For Mr. Bower, to execute and deliver on strategy focusing on operational execution, product innovation, quality, shopping experience, and overall ownership experience. In addition, a strong focus on our employee culture and experience to include employee safety, engagement, retention, driving necessary technological advancements, training and development. In October of 2024, the committee (i) evaluated performance against the established OICP financial performance metrics and determined that the Net Revenue performance met the threshold metrics for the first six-month period and full 12-month period, but did not meet the threshold metric for the second six-month period; the Operating Income performance did not meet the threshold metric for any of the performance periods; and the Net Working Capital performance met the threshold metric for the first six-month period, but did not meet the threshold performance metrics for the second six-month period or the full 12-month period, resulting in a 14.5% payout for Messrs. Happe and Hughes based on enterprise-wide performance and a 119.5% payout for Mr. Tubman

  83. Fiscal 2024 OICP

    | Metric | Weight | Threshold (25% Payout) | Target (100% Payout) | Maximum (200% Payout) | Fiscal 2024 Performance | Actual Payout % (Weighted) | | Net Revenue | 40.0% | $2,856.9 | $3,499.7 – 3,642.6 | $3,928.3 | $2,973.5 | 15.4% | | Operating Income | 50.0% | $224.6 | $293.4 – 305.4 | $329.4 | $100.2 | 0.0% | | Net Working Capital | 10.0% | 17.9% | 15.2% – 14.6% | 11.9% | 19.9% | 0.0% | | Total Payout Percentage | | | | | | 15.4% | | 40% of Total Percentage | | | | | | 6.2% |

  84. Fiscal 2024 OICP

    | Metric | Weight | Threshold (25% Payout) | Target (100% Payout) | Maximum (200% Payout) | Fiscal 2024 Performance | Actual Payout % (Weighted) | | Net Revenue | 40.0% | $1,340.2 | $1,641.8 – 1,708.8 | $1,842.8 | $1,466.6 | 22.6% | | Operating Income | 50.0% | $94.1 | $122.9 – 127.9 | $138.0 | $74.5 | 0.0% | | Net Working Capital | 10.0% | 20.6% | 17.5% – 16.8% | 13.7% | 19.5% | 5.1% | | Total Payout Percentage | | | | | | 27.7% | | 30% of Total Percentage | | | | | | 8.3% |

  85. Fiscal 2024 OICP

    | Metric | Weight | Threshold (25% Payout) | Target (100% Payout) | Maximum (200% Payout) | Fiscal 2024 Performance | Actual Payout % (Weighted) | | Net Revenue | 40.0% | $1,516.7 | $1,857.9 – 1,933.8 | $2,085.5 | $1,506.9 | 0.0% | | Operating Income | 50.0% | $130.5 | $170.5 – 177.5 | $191.4 | $25.6 | 0.0% | | Net Working Capital | 10.0% | 16.5% | 14.0% – 13.5% | 11.0% | 19.2% | 0.0% | | Total Payout Percentage | | | | | | 0.0% | | 30% of Total Percentage | | | | | | 0.0% |

  86. Fiscal 2024 OICP

    | | Actual Total Financial Payout % (Weighted) | | Total Fiscal Year Financial Performance Metrics Payout Percentage | 14.5% |

  87. Fiscal 2024 OICP

    | (1) Mr. Tubman’s financial performance is based upon the Newmar business unit and the financial performance metrics are weighted: (1) 40% net revenue; (ii) 50% operating income; and (iii) 10% net working capital. Mr. Bower’s financial performance was based upon the Winnebago Outdoors business unit and the financial performance metrics were weighted: (i) 30% net revenue, (ii) 50% operating income and (iii) 20% net working capital. |

  88. Fiscal 2024 OICP

    | | | Fiscal 2024 Target OICP | | Fiscal 2024 Actual OICP | | | Name | Fiscal 2024 Eligible Earnings | % of Salary | Target Award(1) | % of Target | Payout | | Michael J. Happe | $1,121,154 | N/A(1) | $1,200,000 | 42.1 | $505,500 | | Bryan L. Hughes | 611,539 | 95.0% | 580,962 | 44.6 | 259,254 | | Casey J. Tubman | 545,289 | 90.0% | 490,760 | 119.6 | 587,072 | | Huw S. Bower | 652,197 | 90.0% | 586,977 | N/A(2) | N/A |

  89. Fiscal 2024 OICP

    | (3) Mr. Bower’s employment was involuntarily terminated without cause on August 31, 2024 and he did not receive a payout under the OICP. |

  90. Fiscal 2024 Equity Awards

    Fiscal 2024 Equity Awards We recognize long-term incentive opportunity as an important element of the total executive compensation program for NEOs. Long-term incentives are intended to retain and motivate executives and to encourage a strong link between management objectives and long-term shareholder interests. In fiscal 2024, we awarded long-term incentives under our 2019 Plan in the form of annual LTIP performance share units, restricted stock units and stock options.

  91. LTIP / Performance Share Units

    LTIP / Performance Share Units Each year, the committee establishes a three-year performance plan to promote our long-term growth and profitability and to attract and retain executives by providing them an opportunity for an incentive award consisting of performance shares of the Company’s common stock. The amount of an NEO’s performance share incentive compensation for the three-year period is calculated to be in direct linear proportion to our measured financial performance expressed as a percentage against compensation targets as approved by the committee. In general, the awards are based upon our financial performance as measured against the specific three-year plan approved by the committee. The committee approved financial measurements and weightings for each specific three-year plan (as set forth in the following chart). For the fiscal 2024-2026 LTIP performance share units, the committee selected the following Company performance metrics for Messrs. Happe, Hughes, Tubman and Bower:

  92. LTIP / Performance Share Units

    | Metric | Weight | | Incentive ROIC | 50% | | Incentive EPS | 50% |

  93. LTIP / Performance Share Units

    | | Proxy Statement for 2024 Annual Meeting 39 |

  94. LTIP / Performance Share Units

    The definitions of Incentive ROIC and Incentive EPS incorporate adjustments for Board approved non-recurring disclosure items affecting comparability, including adjustments for acquisitions and divestitures where appropriate, which generally align with our non-GAAP financial reporting. Given the financial challenges of establishing a three-year performance plan in a cyclical industry, the committee decided to separate the fiscal 2024-2026 LTIP into four measurement periods. Each of these four measurement periods has the financial performance metrics described above with performance goals set at the beginning of the three-year performance period for Period 1 and Period 4, established at the start of fiscal year 2025 for Period 2 and established at the start of fiscal year 2026 for Period 3. The measurement periods and associated plan weighting are indicated below:

  95. LTIP / Performance Share Units

    | Measurement Period | Weight | | Period 1: fiscal 2024 (financial performance measured against established fiscal 2024 financial plan) | 25% | | Period 2: fiscal 2025 (financial performance measured against established fiscal 2025 financial plan) | 25% | | Period 3: fiscal 2026 (financial performance measured against established fiscal 2026 financial plan) | 25% | | Period 4: fiscal 2024-2026 (financial performance measured against established financial plan for fiscal 2024-2026 period) | 25% |

  96. LTIP / Performance Share Units

    Following the completion of each of these measurement periods, the results are computed, and the payout results are “banked” until the end of Period 4. Employees must be employed by the Company on the date of payout, following the end of Period 4, to receive any payout, except, for awards granted in fiscal 2022, in the case of an employee’s retirement (as more fully described under the “Long-Term Incentive Program and Performance Share Units” section below). The number of performance shares that may be earned range from 0% to 200% of the target share amount.

  97. Restricted Stock Units

    Restricted Stock Units In fiscal 2024, NEOs were granted restricted stock units that vest in three equal annual installments, beginning on the first anniversary of the grant date.

  98. Stock Options

    Stock Options In fiscal 2024, NEOs were granted stock options that vest over three years in equal installments, beginning on the first anniversary of the grant date, and can be exercised over 10 years.

  99. Fiscal 2024 Awards

    | | Annual Awards | | | | | | | Name | LTIP / Performance Shares (50%)(1) | Restricted Stock Units (35%) | Stock Options (15%) | Fiscal 2024 | Fiscal 2023 | % Increase/ Decrease(1) | | Michael J. Happe | $2,774,977 | $1,942,484 | $832,492 | $5,549,953 | $4,999,988 | 11.0%(2) | | Bryan L. Hughes | 539,973 | 378,017 | 161,995 | 1,079,985 | 1,006,258 | 7.3 | | Donald J. Clark(3) | N/A | N/A | N/A | N/A | 914,899 | N/A | | Casey J. Tubman | 294,222 | 205,967 | 88,277 | 588,465 | 499,998 | 17.7(2) | | Huw S. Bower | 551,709 | 386,173 | 165,509 | 1,103,392 | 1,065,589 | 3.5 |

  100. Fiscal 2024 Awards

    | (1) To perform this calculation, we assumed that the LTIP/performance share unit awards for fiscal 2024 and fiscal 2023 were earned at target. |

  101. Fiscal 2024 Awards

    | (2) The committee approved the increase in the target value of equity incentives awards granted to these NEOs in fiscal 2024 based on a review of each NEO’s target value of equity incentive awards as compared to the peer group, market data, and individual performance. |

  102. Fiscal 2024 Awards

    | (3) Under the terms of Mr. Clark’s employment agreement, (1) for fiscal 2023 he received 15% of the Grand Design MIP award delivered in the form of restricted stock units and (ii) for fiscal 2024, 100% of the Grand Design MIP was paid in cash. |

  103. Payout of the Fiscal 2022-2024 LTIP Cycle

    Payout of the Fiscal 2022-2024 LTIP Cycle For the fiscal 2022-2024 LTIP performance share units, the committee used the metrics of Incentive ROIC and Incentive EPS for each of the following performance periods: (i) Period 1: fiscal 2022; (ii) Period 2: fiscal 2022-2023 growth (financial performance measured against established 2022-2023 financial growth rates which contribute to the overall fiscal 2022-2023 financial plan); (iii) Period 3: fiscal 2023-2024 growth (financial performance measured against established 2023-2024 financial growth rates which contribute to the overall fiscal 2023-2024 financial plan); and (iv) Period 4: fiscal 2022-2024 (financial performance measured against established fiscal 2024 plan). The awards were determined based on our performance against these metrics. The definitions of Incentive ROIC and Incentive EPS incorporate adjustments for Board approved non-recurring disclosure items affecting comparability, including adjustments for acquisitions and divestitures where appropriate, which generally align with our non-GAAP financial reporting. No additional adjustments were made to the performance metrics outside of this definition when determining the final payout for any of the performance periods. The payout scale provided for a minimum award of 0% of the shares granted and a maximum award of 200% of the shares granted. The table below reflects our performance against these metrics and the amount paid to eligible NEOs under the fiscal 2022-2024 LTIP performance share units:

  104. Payout of the Fiscal 2022-2024 LTIP Cycle

    | Performance Period | Weight | Metric | Weight | Threshold (25% Payout) | Target (100% Payout) | Maximum (200% Payout) | Performance | Actual Payout % | | Period 1(1) | 25% | Incentive ROIC | 50.0% | 19.4% | 23.1% - 25.5% | 28.0% | 27.9% | 197.9% | | | | Incentive EPS | 50.0% | $9.46 | $11.23 - $12.41 | $13.59 | $13.81 | 200.0% | | | | Payout Percentage | | | | | | 199.0% | | | | Weighted Payout Percentage | | | | | | 49.7% | | Period 2(2) | 25% | Incentive ROIC | 50.0% | 21.8% | 25.9% - 28.7% | 31.4% | 13.7% | 0.0% | | | | Incentive EPS | 50.0% | $15.74 | $16.08 - $16.37 | $16.59 | $7.71 | 0.0% | | | | Payout Percentage | | | | | | 0.0% | | | | Weighted Payout Percentage | | | | | | 0.0% | | Period 3(3) | 25% | Incentive ROIC | 50.0% | 9.8% | 11.6% - 12.8% | 14.0% | 5.1% | 0.0% | | | | Incentive EPS | 50.0% | $8.37 | $8.49 - $8.58 | $8.66 | $3.45 | 0.0% | | | | Payout Percentage | | | | | | 0.0% | | | | Weighted Payout Percentage | | | | | | 0.0% | | Period 4(4) | 25% | Incentive ROIC | 50.0% | 17.8% | 21.1% - 23.3% | 25.5% | 4.9% | 0.0% | | | | Incentive EPS | 50.0% | $12.30 | $14.61 - $16.15 | $17.69 | $3.38 | 0.0% | | | | Payout Percentage | | | | | | 0.0% | | | | Weighted Payout Percentage | | | | | | 0.0% | | | | Total Payout Percentage | | | | | | 49.7% |

  105. Payout of the Fiscal 2022-2024 LTIP Cycle

    | (1) The Incentive ROIC metric was adjusted to exclude the following: (i) pretax acquisition-related costs , (ii) pretax amortization, (iii) pretax litigation reserves, (iv) equity adjustment related to the convertible notes, and (v) the tax impact of the aforementioned adjustments, as applicable. The Incentive EPS metric was adjusted from diluted EPS to exclude the following: (i) pretax acquisition-related costs, (ii) pretax amortization, (iii) pretax earnout valuation adjustments, (iv) pretax litigation reserves, (v) pretax non-cash interest expense related to the convertible notes, and (vi) the tax impact of the aforementioned adjustments, as applicable. |

  106. Payout of the Fiscal 2022-2024 LTIP Cycle

    | (2) The Incentive ROIC metric was adjusted to exclude the following: (i) pretax acquisition-related costs , (ii) pretax amortization, (iii) the net financial impact of the Lithionics Battery acquisition, and (iv) the tax impact of the aforementioned adjustments, as applicable. The Incentive EPS metric was adjusted from diluted EPS to exclude the following: (i) pretax acquisition-related costs associated with the Lithionics Battery acquisition, (ii) pretax amortization, (iii) pretax earnout valuation adjustments, (iv) pretax litigation reserves, (v) pretax net financial impact of the Lithionics Battery acquisition, (vi) the impact of convertible notes, including dilution impact economically offset by a call spread overlay, certain pretax interest expense, and/or assumed dilution as a result of the adoption of ASU 2020-06 in fiscal 2023, and (vii) the tax impact of the aforementioned adjustments, as applicable. |

  107. Payout of the Fiscal 2022-2024 LTIP Cycle

    | | Proxy Statement for 2024 Annual Meeting 41 |

  108. Payout of the Fiscal 2022-2024 LTIP Cycle

    | (3) The Incentive ROIC metric was adjusted to exclude the following: (i) pretax acquisition-related costs , (ii) pretax amortization, (iii) the net financial impact of the Lithionics Battery acquisition, and (iv) the tax impact of the aforementioned adjustments, as applicable. The Incentive EPS metric was adjusted from diluted EPS to exclude the following: (i) pretax acquisition-related costs, (ii) pretax amortization, (iii) pretax earnout valuation adjustments related to the Barletta acquisition, (iv) pretax change in fair value of notes receivable, (v) loss on inducement related to the repurchase of convertible notes, (vi) the impact of Chris-Craft goodwill impairment, (vii) pretax net financial impact of the Lithionics Battery acquisition, (viii) the tax impact of the aforementioned adjustments, as applicable. |

  109. Payout of the Fiscal 2022-2024 LTIP Cycle

    | (4) The Incentive ROIC metric was adjusted to exclude the following: (i) pretax acquisition-related costs, (ii) pretax amortization, and (iii) the tax impact of the aforementioned adjustments, as applicable. The Incentive EPS metric was adjusted from diluted EPS to exclude the following: (i) pretax acquisition-related costs, (ii) pretax amortization, (iii) pretax earnout valuation adjustments, (iv) pretax change in fair value of notes receivable and other investments, (v) loss on repurchase of convertible notes, (vi) the impact of Chris-Craft goodwill impairment, and (vii) the tax impact of the aforementioned adjustments, as applicable. |

  110. Executive Deferred Compensation Plan (Non-Qualified Deferred Compensation Plan)

    Executive Deferred Compensation Plan (Non-Qualified Deferred Compensation Plan) Under the Executive Deferred Compensation Plan (Deferred Compensation Plan), executive officers and certain key employees may annually choose to defer up to 50% of their salary and up to 100% of their cash incentive awards. The committee has determined that the Deferred Compensation Plan will have the same nominal investment options as the 401(k) Plan. The Company does not provide any matching contributions to the Deferred Compensation Plan.

  111. Policies and Procedures Related to the Grant of Certain Equity Awards

    Policies and Procedures Related to the Grant of Certain Equity Awards The Company does not have any formal policy that requires us to grant, or avoid granting, equity-based compensation to our executive officers at certain times. Our current long-term incentive program includes the grant of stock options, representing 15% of the total long-term incentive value for fiscal 2024 awards. Consistent with our annual compensation cycle, the committee typically grants annual equity awards, including stock options, to our executive officers in October of each year at the committee’s first meeting of our fiscal year. The dates for these committee meetings are set more than a year in advance on a fairly consistent cadence year over year. The timing of any equity grants to executive officers in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date). As a result, in all cases, the timing of grants of equity awards, including stock options, occurs independent of the release of any material nonpublic information, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of equity-based compensation.

  112. Employment, Severance and Change in Control Arrangements

    Employment, Severance and Change in Control Arrangements

  113. Employment Agreements

    Employment Agreements Mr. Happe and Mr. Clark are the only NEOs with individual employment agreements with the Company. In December 2021, the committee completed a review of benchmarking data and market practices regarding executive officer severance outside of a change in control. Following that review, the committee approved, and Mr. Happe and the Company entered into an amended and restated employment agreement, which amended the pre-change in control severance benefits for Mr. Happe. If Mr. Happe is terminated by the Company without cause or terminates employment with the Company for good reason (as such terms are defined in his employment agreement), he is entitled to severance pay of two times his annual base salary, payable in installments over 24 months, and an amount equal to two times his target annual bonus plus the annual COBRA premium cost for Mr. Happe’s group medical, dental and vision insurance coverage, payable in a lump sum. Mr. Happe also is subject to one-year non-competition and non-solicitation covenants following termination of employment.

  114. Employment Agreements

    | | Proxy Statement for 2024 Annual Meeting 43 |

  115. Employment Agreements

    If Mr. Clark is terminated by the Company without cause or terminates employment with the Company for good reason (as such terms are defined in his employment agreement), he is entitled to severance pay of his base salary for 12 months and any earned but unpaid incentive bonus due under the Grand Design MIP through the fiscal quarter in which the termination occurred. Mr. Clark is subject to a non-compete and non-solicitation covenants that terminate one year following termination of employment.

  116. Executive Change in Control Agreements

    Executive Change in Control Agreements Each of the NEOs, including Mr. Happe and Mr. Clark, have also entered into an Executive Change in Control Agreement (CIC Agreement) with the Company. The CIC Agreements generally provide that, in the event of a termination of the executive’s employment (for a reason other than death, disability, termination for cause or, under certain circumstances, a voluntary termination of employment by the executive) within two years of a change of control, such executive will receive a severance only relative to salary and target annual incentives under the OICP (as well as annual COBRA premium cost) at a 2x multiple (or 3x, in the case of Mr. Happe only). The CIC Agreement for Mr. Clark provides that the severance benefit payable would be capped at $3,000,000. The committee believes these arrangements are an important part of the total executive compensation program because they protect our interest in the continuity and stability of the executive group, and to facilitate a smooth transition in the event that an executive’s employment is terminated under circumstances covered by the arrangements. The committee also believes that the CIC Agreements reduce the executives’ interest in working against a potential change of control and help to keep them focused on minimizing interruptions in business operations by reducing any concerns they may have of being terminated prematurely and without cause during any ownership transition. See “Potential Payments upon Termination or Change in Control-Executive Change in Control Agreements” below for additional detail.

  117. Summary Compensation Table

    Summary Compensation Table The tables below contain compensation information for each of our NEOs for fiscal 2024, 2023, and 2022.

  118. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Changes in Pension Value and Non- qualified Deferred Compensation Earnings ($) | All Other Compensation(4) ($) | Total ($) | | Michael J. Happe President, CEO | 2024 | 1,121,154 | — | 4,717,461 | 832,492 | 505,500 | — | 40,624 | 7,217,231 | | | 2023 | 1,050,000 | — | 4,249,995 | 749,992 | 550,500 | — | 77,241 | 6,677,728 | | | 2022 | 1,000,000 | — | 3,569,965 | 629,991 | 1,439,700 | — | 36,913 | 6,676,569 | | Bryan L. Hughes CFO; Senior Vice President, Finance, Investor Relations and Business Development | 2024 | 611,539 | — | 917,990 | 161,995 | 259,254 | — | 40,624 | 1,991,402 | | | 2023 | 575,000 | — | 855,316 | 150,942 | 243,872 | — | 56,271 | 1,881,401 | | | 2022 | 550,000 | — | 756,278 | 123,749 | 560,883 | — | 40,609 | 2,031,519 | | Donald J. Clark(5) Group President – Towable RV Segment; President Grand Design RV | 2024 | 509,616 | — | — | — | 4,732,606 | — | 14,354 | 5,256,576 | | | 2023 | 400,000 | — | — | — | 6,099,325(6) | — | 21,624 | 6,520,949 | | | 2022 | 400,000 | — | — | — | 13,057,292(7) | — | 12,200 | 13,469,492 | | Casey J. Tubman President, Newmar(8) | 2024 | 545,289 | — | 500,189 | 88,277 | 587,072 | — | 43,070 | 1,763,897 | | | 2023 | 500,000 | — | 424,994 | 75,004 | 380,719 | — | 42,259 | 1,422,976 | | | 2022 | 38,462 | 400,000 | 799,985 | — | — | — | 1,385 | 1,239,832 | | Huw S. Bower Former President, Winnebago Outdoors(9) | 2024 | 652,197 | — | 937,882 | 165,509 | — | — | 620,467 | 2,376,055 | | | 2023 | 592,000 | — | 905,741 | 159,847 | 146,520 | — | 53,973 | 1,858,081 | | | 2022 | 566,400 | — | 866,639 | 152,918 | 460,016 | — | 39,091 | 2,085,064 |

  119. Summary Compensation Table

    | | Proxy Statement for 2024 Annual Meeting 47 |

  120. Summary Compensation Table

    | (1) The table below illustrates the three categories of stock awards as presented above: |

  121. Summary Compensation Table

    | Name | Fiscal Year | Non- Performance- Based Restricted Stock Grant(a) ($) | LTIP / Performance Shares(b) ($) | Total Stock Awards ($) | | Michael J. Happe | 2024 | 1,942,484 | 2,774,977 | 4,717,461 | | | 2023 | 1,750,008 | 2,499,987 | 4,249,995 | | | 2022 | 1,469,999 | 2,099,966 | 3,569,965 | | Bryan L. Hughes | 2024 | 378,017 | 539,973 | 917,990 | | | 2023 | 352,189 | 503,127 | 855,316 | | | 2022 | 343,783 | 412,495 | 756,278 | | Donald J. Clark | 2024 | — | — | — | | | 2023 | — | — | — | | | 2022 | — | — | — | | Casey J. Tubman | 2024 | 205,967 | 294,222 | 500,189 | | | 2023 | 175,001 | 249,993 | 424,994 | | | 2022 | 799,985 | — | 799,985 | | Huw S. Bower | 2024 | 386,173 | 551,709 | 937,882 | | | 2023 | 372,942 | 532,799 | 905,741 | | | 2022 | 356,860 | 509,779 | 866,639 |

  122. Summary Compensation Table

    | (a) These amounts represent restricted stock units granted each computed in accordance with Accounting Standards Codification (ASC) 718. The grant date fair value of each of the awards was determined at the closing price of the Company’s shares on the NYSE on the grant date without regard to estimated forfeitures related to service-based vesting conditions. |

  123. Summary Compensation Table

    | (b) These amounts represent the grant date fair value computed in accordance with ASC 718 of the LTIP/performance share unit awards. These amounts for the fiscal 2024-2026 LTIP represent the values that are based on achievement of 100% of the target performance. Assuming achievement of the maximum 200% of target performance, the value of the fiscal 2024-2026 LTIP awards would be: $5,549,954 for Mr. Happe; $1,079,946 for Mr. Hughes; $1,103,418 for Mr. Bower; and $588,444 for Mr. Tubman. Assumptions used in the calculation of the amounts reported in this column are included in Note 14, Stock-Based Compensation Plans, of the Notes to the Consolidated Financial Statements included in our 2024 Form 10-K. |

  124. Summary Compensation Table

    | (2) The amounts shown represent the aggregate grant date fair values of the option grants. Assumptions used in the calculation of the amounts reported in this column are included in Note 14, Stock-Based Compensation Plans, of the Notes to the Consolidated Financial Statements included in our 2024 Form 10-K. |

  125. Summary Compensation Table

    | (3) These amounts represent actual annual incentive plan award payouts made in cash to NEOs under the fiscal 2022, 2023, and 2024 OICPs. In the case of Mr. Clark, these amounts do not represent award payouts under such OICPs, but instead represent award payouts under the pre-existing Grand Design MIP that he participates in. |

  126. Summary Compensation Table

    | (4) Amounts reported in this column for fiscal 2024 include the following: |

  127. Summary Compensation Table

    | Name | Tax and Financial Planning ($) | Car Allowance ($) | Life Insurance Premiums STD & LTD ($) | Other ($) | 401(K) Match ($) | Severance ($) | Total All Other Compensation ($) | | Michael J. Happe | 7,800 | 18,004 | 1,020 | — | 13,800 | — | 40,624 | | Bryan L. Hughes | 7,800 | 18,004 | 1,020 | — | 13,800 | — | 40,624 | | Donald J. Clark | — | — | 554 | — | 13,800 | — | 14,354 | | Casey J. Tubman | 7,800 | 18,000 | 1,020 | — | 13,800 | — | 43,070(a) | | Huw S. Bower | 7,800 | 18,004 | 1,020 | — | 13,800 | 579,843(b) | 620,467 |

  128. Summary Compensation Table

    | (a) The difference in the amount shown here and the sum of the other compensation elements included in this table reflect the amount paid for an executive physical. |

  129. Summary Compensation Table

    | (b) The amount shown here represents the portion of the cash severance paid to Mr. Bower in connection with the involuntary termination of his employment without cause on August 31, 2024 that he was entitled to receive in a lump sum upon signing and not rescinding a release in favor of the Company, which includes an amount equal to his annual target incentive and annual premium cost of COBRA. |

  130. Summary Compensation Table

    | (5) Under the terms of his employment agreement, Mr. Clark’s annual incentive plan payout under the Grand Design MIP paid out 100% in cash for fiscal 2024 and 85% in cash and 15% in restricted stock units for fiscal 2023 and 2022. Both the cash and restricted stock units are reported under the Non-Equity Incentive Plan Compensation column. |

  131. Summary Compensation Table

    | (6) The amount shown here includes $914,899 in restricted stock units awarded for fiscal 2023 performance pursuant to the Grand Design MIP. |

  132. Summary Compensation Table

    | (7) The amount shown here includes $1,958,594 in restricted stock units awarded for fiscal 2022 performance pursuant to the Grand Design MIP. |

  133. Summary Compensation Table

    | | Proxy Statement for 2024 Annual Meeting 48 |

  134. Summary Compensation Table

    | (8) Mr. Tubman’s 2022 salary amount represents the salary paid from his date of hire of August 1, 2022 through the end of the 2022 fiscal year; the 2022 bonus amount reflects his new hire sign-on bonus; and the stock award amount represents the grant date value of 13,291 restricted stock units granted on his date of hire. |

  135. Summary Compensation Table

    | (9) Mr. Bower’s employment was involuntarily terminated without cause on August 31, 2024. |

  136. Summary Compensation Table

    | | Proxy Statement for 2024 Annual Meeting 49 |

  137. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table provides additional information relating to plan-based awards granted to our NEOs in fiscal 2024. All equity awards were granted under the 2019 Plan.

  138. Grants of Plan-Based Awards Table

    | | Award Type | Grant Date(5) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Name | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Michael J. Happe | Stock Options | 10/10/23 | | | | | | | | 33,167 | 58.68 | 832,492 | | | RSU Award | 10/10/23 | | | | | | | 33,103 | | | 1,942,484 | | | 2024 OICP | | 300,000 | 1,200,000 | 2,400,000 | | | | | | | | | | 2024-2026 LTIP | 10/10/23 | | | | 23,645 | 47,290 | 94,580 | | | | 2,774,977 | | Bryan L. Hughes | Stock Options | 10/10/23 | | | | | | | | 6,454 | 58.68 | 161,995 | | | RSU Award | 10/10/23 | | | | | | | 6,442 | | | 378,017 | | | 2024 OICP | | 142,500 | 570,000 | 1,140,000 | | | | | | | | | | 2024-2026 LTIP | 10/10/23 | | | | 4,601 | 9,202 | 18,404 | | | | 539,973 | | Donald J. Clark(6) | | | | | | | | | | | | | | Casey J. Tubman | Stock Options | 10/10/23 | | | | | | | | 3,517 | 58.68 | 88,277 | | | RSU Award | 10/10/23 | | | | | | | 3,510 | | | 205,975 | | | 2023 OICP | | 120,375 | 481,500 | 963,000 | | | | | | | | | | 2023-2025 LTIP | 10/10/23 | | | | 2,507 | 5,014 | 10,028 | | | | 294,222 | | Huw S. Bower (7) | Stock Options | 10/10/23 | | | | | | | | 6,594 | 58.68 | 165,509 | | | RSU Award | 10/10/23 | | | | | | | 6,581 | | | 386,173 | | | 2024 OICP | | 137,925 | 551,700 | 1,103,400 | | | | | | | | | | 2024-2026 LTIP | 10/10/23 | | | | 4,701 | 9,402 | 18,804 | | | | 551,709 |

  139. Grants of Plan-Based Awards Table

    | (1) Fiscal 2024 OICP targets annual performance against goals approved by the committee. Awards under the fiscal 2024 OICP are payable in cash. The threshold, target and maximum amounts presented above represent amounts that could have been earned by our NEOs for fiscal 2024 under the fiscal 2024 OICP. |

  140. Grants of Plan-Based Awards Table

    | (2) Fiscal 2024-2026 LTIP refers to our performance shares. For each of the NEOs except for Mr. Clark, the threshold, target and maximum amounts under the fiscal 2024-2026 LTIP represent potential performance share amounts that are measured over a three-year performance period from August 27, 2023 through August 29, 2026. |

  141. Grants of Plan-Based Awards Table

    | (3) Consists of restricted stock units that vest one-third each year on the anniversary of the grant date. |

  142. Grants of Plan-Based Awards Table

    | (4) The grant date fair value per share of the restricted stock was $58.68. The Black-Scholes grant date fair value per option award was $25.10. |

  143. Grants of Plan-Based Awards Table

    | (5) The committee approved the fiscal 2024 OICP and fiscal 2024-2026 LTIP performance share units on October 10, 2023, effective as of the beginning of fiscal 2024. |

  144. Grants of Plan-Based Awards Table

    | (6) Mr. Clark is not eligible to participate in the OICP or LTIP; however he remains eligible to participate in the Grand Design MIP. For fiscal 2024, Mr. Clark’s annual incentive plan payout under the Grand Design MIP paid out 100% in cash. |

  145. Grants of Plan-Based Awards Table

    | (7) The awards granted to Mr. Bower during fiscal 2024 were all forfeited in connection with the involuntary termination of his employment without cause on August 31, 2024. |

  146. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  147. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table provides information regarding the outstanding equity awards held by each of the NEOs as of August 31, 2024:

  148. Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Option Awards | | | | Stock Awards | | LTIP / Performance Shares | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(15) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(16) | | Michael J. Happe | 10,000 | —(1) | 16.67 | 01/18/26 | | | | | | | 13,300 | —(2) | 27.89 | 10/11/26 | | | | | | | 17,000 | —(3) | 35.50 | 12/13/26 | | | | | | | 28,015 | —(4) | 44.40 | 10/18/27 | | | | | | | 42,831 | —(5) | 31.70 | 10/15/28 | | | | | | | 27,417 | —(6) | 47.93 | 12/17/29 | | | | | | | 25,660 | — (7) | 54.49 | 10/13/30 | | | | | | | 13,780 | 6,889(8) | 75.59 | 10/12/31 | | | | | | | 10,441 | 20,887(9) | 56.09 | 10/11/32 | | | | | | | — | 33,167(10) | 58.68 | 10/10/33 | | | | | | | | | | | | | 27,781(11) | 1,657,414 | | | | | | | | | 44,571(12) | 2,659,106 | | | | | | | | | 47,290(13) | 2,821,321 | | | | | | | 6,483(8) | 386,776 | | | | | | | | | 20,802(9) | 1,241,047 | | | | | | | | | 33,103(10) | 1,974,925 | | | | Bryan L. Hughes | 8,373 | —(4) | 44.40 | 10/18/27 | | | | | | | 11,438 | —(5) | 31.70 | 10/15/28 | | | | | | | 4,932 | —(6) | 47.93 | 12/17/29 | | | | | | | 4,811 | — (7) | 54.49 | 10/13/30 | | | | | | | 2,706 | 1,354(8) | 75.59 | 10/12/31 | | | | | | | 2,101 | 4,204(9) | 56.09 | 10/11/32 | | | | | | | — | 6,454(10) | 58.68 | 10/10/33 | | | 5,457(11) | 325,565 | | | | | | | | | 8,970(12) | 535,150 | | | | | | | | | 9,202(13) | 548,991 | | | | | | | 242(14) | 14,438 | | | | | | | | | 1,274(8) | 76,007 | | | | | | | | | 4,187(9) | 249,796 | | | | | | | | | 6,442(10) | 384,330 | | | | Donald J. Clark | | | | | 4,463(8) | 266,263 | | | | | | | | | 23,281(9) | 1,388,944 | | | | | | | | | 15,591(10) | 930,159 | | | | Casey J. Tubman | 1,044 | 2,089(9) | 56.09 | 10/11/32 | | | | | | | — | 3,517(10) | 58.68 | 10/10/33 | | | | | | | | | | | | | 4,457(12) | 265,905 | | | | | | | | | 5,014(13) | 299,135 | | | | | | | 2,081(9) | 124,152 | | | | | | | | | 3,510(10) | 209,407 | | | | Huw S. Bower | 7,258 | — | 54.49 | 11/30/24 | | | | | | | 2,225 | — | 56.09 | 11/30/24 | | | | | | | 3,344 | — | 75.59 | 11/30/24 | | | | |

  149. Outstanding Equity Awards at Fiscal Year-End Table

    | (1) Represents stock option granted on January 18, 2016 as a new hire grant under the Company’s 2014 Omnibus Equity, Performance Award and Incentive Compensation Plan (the 2014 Plan), which vested with respect to 33% of the shares on each of the first three anniversaries of the grant date. |

  150. Outstanding Equity Awards at Fiscal Year-End Table

    | (2) Represents stock option granted on October 11, 2016 as an annual grant under the 2014 Plan, which vested with respect to 33% of the shares on each of the first three anniversaries of the grant date. |

  151. Outstanding Equity Awards at Fiscal Year-End Table

    | (3) Represents award granted on December 13, 2016 as a grant for the purchase of Grand Design RV, LLC under the 2014 Plan, which vested with respect to 33% of the shares on each of the first three anniversaries of the grant date. |

  152. Outstanding Equity Awards at Fiscal Year-End Table

    | (4) Represents award granted on October 18, 2017 as an annual stock or option grant under the 2014 Plan, which vested with respect to 33% of the shares on each of the first three anniversaries of the grant date. |

  153. Outstanding Equity Awards at Fiscal Year-End Table

    | (5) Represents award granted on October 15, 2018 as an annual stock or option grant under the 2014 Plan, which vested with respect to 33% of the shares on the first three anniversaries of the date of grant. |

  154. Outstanding Equity Awards at Fiscal Year-End Table

    | (6) Represents award granted on December 17, 2019 as an annual stock or option grant under the 2019 Plan, which vested with respect to 33% of the shares on the first three anniversaries of the date of grant. |

  155. Outstanding Equity Awards at Fiscal Year-End Table

    | | Proxy Statement for 2024 Annual Meeting 52 |

  156. Outstanding Equity Awards at Fiscal Year-End Table

    | (7) Represents award granted on October 13, 2020 as an annual stock or option grant under the 2019 Plan, which will vest with respect to 33% of the shares on each of the first three anniversaries of the date of grant |

  157. Outstanding Equity Awards at Fiscal Year-End Table

    | (8) Represents award granted on October 12, 2021 as an annual stock or option grant under the 2019 Plan, which will vest with respect to 33% of the shares on each of the first three anniversaries of the date of grant. |

  158. Outstanding Equity Awards at Fiscal Year-End Table

    | (9) Represents award granted on October 11, 2022 as an annual stock or option grant under the 2019 Plan, which will vest with respect to 33% of the shares on each of the first three anniversaries of the date of grant. |

  159. Outstanding Equity Awards at Fiscal Year-End Table

    | (10) Represents award granted on October 10, 2023 as an annual stock or option grant under the 2019 Plan, which will vest with respect to 33% of the shares on each of the first three anniversaries of the date of grant. |

  160. Outstanding Equity Awards at Fiscal Year-End Table

    | (11) Represents fiscal 2022-2024 LTIP at target, under the 2019 Plan for the three-year performance period beginning August 29, 2021 through August 31, 2024. |

  161. Outstanding Equity Awards at Fiscal Year-End Table

    | (12) Represents fiscal 2023-2025 LTIP at target, under the 2019 Plan for the three-year performance period beginning August 28, 2023 and ending August 30, 2025. |

  162. Outstanding Equity Awards at Fiscal Year-End Table

    | (13) Represents fiscal 2024-2026 LTIP at target, under the 2019 Plan for the three-year performance period beginning August 27, 2024 and ending August 29, 2026. |

  163. Outstanding Equity Awards at Fiscal Year-End Table

    | (14) Represents award granted on October 12, 2021, for work associated with the acquisition of Barletta Boats, under the 2019 Plan, which will vest with respect to 33% of the shares on each of the first three anniversaries of the date of the grant. |

  164. Outstanding Equity Awards at Fiscal Year-End Table

    | (15) Represents the value of unvested stock based on the closing stock price as of August 30, 2024 of $59.66. |

  165. Outstanding Equity Awards at Fiscal Year-End Table

    | (16) Represents the value of unearned performance share units at target based on the closing stock price as of August 30, 2024 of $59.66. |

  166. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table provides the amounts received before payroll withholding taxes upon the exercise of options or similar instruments or the vesting of stock or similar instruments during fiscal 2024.

  167. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Michael J. Happe | — | — | 63,012 | 3,671,470 | | Bryan L. Hughes | — | — | 12,258 | 713,929 | | Donald J. Clark | — | — | 17,788 | 1,031,473 | | Casey J. Tubman | — | — | 6,356 | 369,136 | | Huw S. Bower | — | — | 16,839 | 981,277 |

  168. Option Exercises and Stock Vested Table

    | (1) Valued at the closing market price of the Company’s common stock of $58.68 (October 10, 2023), $57.18 (October 12, 2023), and $56.79 (October 13, 2023) as quoted on the NYSE on the vesting dates. |

  169. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table summarizes non-qualified deferred compensation by NEOs during fiscal 2024.

  170. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Bryan L. Hughes | — | — | 167,130 | — | 1,014,261(1) | | Huw S. Bower | — | — | 30,425 | — | 131,559(2) |

  171. Nonqualified Deferred Compensation

    | (1) Balance includes (i) amounts from Mr. Hughes’ annual incentive payouts that were previously reported as Non-Equity Incentive Plan Compensation as follows: fiscal 2018 - $60,792, fiscal 2019 - $17,744, fiscal 2020 - $54,027, fiscal 2021 - $363,867, and fiscal 2022 - $228,853 and (ii) amounts from Mr. Hughes’ base salary that were previously reported as Salary as follows: fiscal 2021 - $52,500, and fiscal 2022 - $54,904. |

  172. Nonqualified Deferred Compensation

    | (2) Balance includes (i) $70,675 of Mr. Bower’s annual incentive payout for fiscal 2021 previously reported as Non-Equity Incentive Plan Compensation, and (ii) $17,972 of Mr. Bower’s base salary for fiscal 2022 that was previously reported as Salary. Mr. Bower’s employment was involuntarily terminated without cause on August 31, 2024. His salary and bonus deferrals will be paid out six months following his termination pursuant to his election. |

  173. Nonqualified Deferred Compensation

    | | Proxy Statement for 2024 Annual Meeting 53 |

  174. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  175. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure For fiscal 2024, we calculated the ratio of the annual total compensation of our principal executive officer (PEO), who is Mr. Happe, our President and CEO, to the annual total compensation of our median employee, as described below. As of our measurement date of August 31, 2024 to identify our median employee, our employee population including all full-time, part-time and temporary workers, consisted of approximately 5,707 individuals, all of whom worked in the United States. To identify the median employee, as well as determine the annual total compensation of the median employee, we used the following methodology and consistently applied material assumptions, adjustments and estimates.

  176. CEO Pay Ratio Disclosure

    | ⯀ | We compared the payroll data for our employee population described above (minus our PEO) using a compensation measure consisting of base pay related wages and incentive pay paid during fiscal 2024. Base pay related wages includes the amount of base salary the employee received during the year and all other pay elements related to base pay including, but not limited to, holiday pay, paid time off, overtime and shift differentials. We also included cash bonuses and commissions paid during the fiscal year, but we excluded equity grants and any adjustments for the value of benefits provided. |

  177. CEO Pay Ratio Disclosure

    | ⯀ | We annualized the base pay related wages and incentive pay of all full-time and part-time employees who were hired by the Company and its subsidiaries between August 27, 2023 and August 31, 2024. |

  178. CEO Pay Ratio Disclosure

    | ⯀ | Based upon base pay related wages and cash incentive pay of each employee, we identified a median employee and calculated that employee’s annual total compensation. |

  179. CEO Pay Ratio Disclosure

    | ⯀ | We determined annual total compensation, including any perquisites and other benefits, in the same manner that we determine the annual total compensation of our PEO for purposes of the Summary Compensation Table disclosed above. |

  180. CEO Pay Ratio Disclosure

    This resulted in the median employee’s annual total compensation as shown below.

  181. CEO Pay Ratio Disclosure

    | Annual Total Compensation of Median Employee | $74,456 | | Annual Total Compensation of PEO (Mr. Happe) | $7,217,231 |

  182. CEO Pay Ratio Disclosure

    Based on this information for fiscal 2024, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 97 to 1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to our pay ratio reported above.

  183. CEO Pay Ratio Disclosure

    | | Proxy Statement for 2024 Annual Meeting 59 |

  184. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our Company, illustrating pay versus performance (PVP).

  185. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO ($) | Average Summary Compensation Total for Non-CEO NEOs(1) ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ in millions) | Incentive EPS($)(4) | | | | | | | Total Shareholder Return(2) ($) | Russell 3000 Recreational Vehicle and Boats Subsector Index Total Shareholder Return(2)(3) ($) | | | | 2024 | 7,217,231 | 4,265,209 | 2,846,983 | 2,206,716 | 108.0 | 109.2 | 13.0 | 3.45 | | 2023 | 6,677,728 | 4,040,446 | 2,946,821 | 2,675,476 | 112.9 | 114.2 | 215.9 | 6.07 | | 2022 | 6,676,569 | 5,569,618 | 4,824,469 | 4,871,036 | 106.7 | 115.2 | 390.6 | 12.39 | | 2021 | 6,649,186 | 13,976,443 | 4,539,932 | 6,582,245 | 126.0 | 128.1 | 281.9 | 8.66 |

  186. Pay Versus Performance Disclosure

    | (1) The CEO reflected above is Mr. Happe. The non-CEO named executive officers (NEOs) reflects the following individuals in each year: |

  187. Pay Versus Performance Disclosure

    2024: Messrs. Bower, Clark, Hughes and Tubman; 2023: Ms. Bogart and Messrs. Bower, Clark and Hughes; 2022: Ms. Bogart and Messrs. Bower, Clark and Hughes; 2021: Messrs. Bower, Clark, Hazelton and Hughes

  188. Pay Versus Performance Disclosure

    | (2) Company and peer group Total Shareholder Return (TSR) for each year reflects what the cumulative value of a $100 investment would be, including reinvestment of dividends, if such an amount were invested on August 28, 2020. |

  189. Pay Versus Performance Disclosure

    | (3) Peer group TSR is calculated using the Russell 3000 Recreational Vehicles and Boats Subsector Index. |

  190. Pay Versus Performance Disclosure

    | (4) Our company-selected measure, which is the measure we believe represents the most important financial performance metric used to link compensation paid to our NEOs in fiscal 2024 to our performance is Incentive EPS. This is a non-GAAP measure, which is defined above under “Compensation Discussion and Analysis - Fiscal 2024 Equity Awards.” |

  191. Pay Versus Performance Disclosure

    Compensation Actually Paid (CAP) illustrated in the table above is calculated by making the following adjustments from the Summary Compensation Table (SCT) totals as follows:

  192. Security Ownership of Certain Beneficial Owners and Management

    | (2) Winnebago Stock Units held under our Directors’ Deferred Plan as of October 22, 2024 (see further discussion of the plan in the Director Compensation section). These units are vested and will be settled 100% in common stock upon the earliest of the following events: a date designated by the director, the director’s termination of service, death or disability or a change in control of the Company, as defined in the plan. |