DEF 14A of Thor Industries Inc, Nov 3, 2025

DEF 14A of Thor Industries Inc

Filed Nov 3, 2025 · FY20250001140361-25-040168

Open on EDGAR

  1. INDUSTRIES AND FISCAL YEAR 2025

    | • | THOR paid approximately $237.0 million towards its long-term indebtedness. |

  2. OUR BOARD OF DIRECTORS

    OUR BOARD OF DIRECTORS Nominees for Board of Directors

  3. OUR BOARD OF DIRECTORS

    | | Andrew E. Graves Chairman of the Board Age: 66 Director Since: 2010 | OUTSIDE DIRECTORSHIPS • Tiara Yachts • American Chemet Corporation |

  4. OUR BOARD OF DIRECTORS

    Mr. Graves, who became a Director in December 2010, was named as Chairman of the Board in August 2019. He was CEO for Motorsport Aftermarket Group, a leading manufacturer, distributor, and on-line retailer of aftermarket products for the powersports industry. He joined this privately-held group in January 2015 as CEO and retired in August 2018. Previously, Mr. Graves served as the President of Brunswick Boat Group, a division of the Brunswick Corporation, an NYSE company. He was with Brunswick from 2005-2014. Prior to his time with Brunswick, Mr. Graves was President of Dresser Flow Solutions, a maker of flow control products, measurement systems, and power systems, from 2003 to 2005, and before that he was President and Chief Operating Officer of Federal Signal Corporation. Our ESG&N Committee and Board believe that his extensive management experience in related consumer durable businesses whose products are distributed through a dealer network makes him an asset to our Board.

  5. OUR BOARD OF DIRECTORS

    | | Christina Hennington Age: 50 Director Since: 2021 | THOR COMMITTEES • Compensation and Development • ESG&N |

  6. OUR BOARD OF DIRECTORS

    Ms. Hennington joined our Board in September 2021. Ms. Hennington is the former Executive Vice President and Chief Strategy & Growth Officer of Target Corp., a position she held from June 2024 through August 2025. From February 2021 through June 2024, Ms. Hennington served as Target Corp.’s EVP & Chief Growth Officer. She was a member of Target’s leadership team and was employed by Target in various roles from June 2003 to February 2021. Ms. Hennington is a seasoned retail executive and corporate strategist with deep expertise in running large complex commercial operations, developing both short- and long-term strategic plans, building unique and innovative partnerships, and leveraging emerging technologies to accelerate team and business performance. Over the course of nearly 30 years in retail, consulting, risk management and technology, Christina has consistently demonstrated visionary leadership and a proven ability to lead large, global organizations in pursuit of growth and long-term sustainability. She is a Henry Crown Fellow of the Aspen Institute. She was previously the Board Chair for Second Harvest Heartland and a member of several other non-profit boards. Ms. Hennington received her bachelor’s degree from Cornell University and her MBA from the Kellogg School of Management at Northwestern University. Our ESG&N Committee and Board believe her experience in areas relevant to THOR’s strategic plan make her an asset to our Board.

  7. OUR BOARD OF DIRECTORS

    | | Amelia A. Huntington Age: 59 Director Since: 2018 | THOR COMMITTEES • Compensation and Development (Chair) • Audit | OUTSIDE DIRECTORSHIPS • Duchossois Capital Management • S & C Electric Company |

  8. OUR BOARD OF DIRECTORS

    Ms. Huntington, who became a Director in October 2018, served as the Chief Executive Officer of Philips Lighting Americas, a leading manufacturer of commercial and residential lighting solutions, until January 2018, after serving as Chief Executive Officer of Philips Lighting, Professional Lighting Solutions, an assignment based in Amsterdam, The Netherlands. Prior to joining Philips Lighting in April 2013, Ms. Huntington held senior leadership positions with Schneider Electric over the course of a 22-year career, including Chief Operating Officer of Schneider Electric North America and CEO of subsidiary Juno Lighting Group. Our ESG&N Committee and Board believe that her extensive experience in multinational operations and business transformation/strategy makes her an asset to our Board.

  9. OUR BOARD OF DIRECTORS

    | | Laurel Hurd Age: 55 Director Since: 2021 | THOR COMMITTEES • Audit (Financial Expert) • Compensation and Development | OUTSIDE DIRECTORSHIPS • Interface Inc. |

  10. OUR BOARD OF DIRECTORS

    Ms. Hurd joined our Board in September 2021. Since April 2022, she has served as the President and Chief Executive Officer of Interface, Inc., a worldwide commercial flooring company and global leader in sustainability. She was previously a Segment President, Learning and Development, for Newell Brands, an American worldwide manufacturer, marketer and distributor of consumer and commercial products with a portfolio of brands. She became a Segment President in March 2019 having previously been the CEO Writing Division from March 2018 to March 2019. Prior to that she was the CEO Baby Division from January 2017 to March 2018 and the President Home & Baby Division from January 2016 to January 2017. She has over 30 years of experience in the consumer-packaged goods industry. Ms. Hurd received her bachelor’s in business administration and marketing from Miami University in Oxford, Ohio. Our ESG&N Committee and Board believe her extensive experience in driving sales and profits of legacy brands through innovation, digital acceleration and global expansion makes her an asset to our Board.

  11. OUR BOARD OF DIRECTORS

    | | William J. Kelley Jr. Age: 61 Director Since: 2020 | THOR COMMITTEES • Audit (Chair and Financial Expert) • ESG&N | OUTSIDE DIRECTORSHIPS • Chicago’s Children Museum • Chicago Youth Centers |

  12. OUR BOARD OF DIRECTORS

    Mr. Kelley, who became a Director in November 2020, is the Executive Vice President and Chief Financial Officer for Utz Brands. Utz Brands, Inc. (NYSE: UTZ) manufactures a diverse portfolio of savory snacks through popular brands, including Utz®, ON THE BORDER® Chips & Dips, Golden Flake®, Zapp’s®, Boulder Canyon®, Hawaiian Brand®, and TORTIYAHS!®, among others. Prior to his May 2025 appointment with Utz Brands, Mr. Kelley was the Global Chief Financial Officer for Tropicana Brands Group, established in 2022 as a joint venture between PAI Partners and PepsiCo. Prior to joining Tropicana Brands Group in July 2022, Mr. Kelley was the Executive Vice President and Chief Financial Officer of TreeHouse Foods, Inc., a leading manufacturer and distributor of private label packaged foods and beverages in North America from February 2020 to July 2022. He served as Interim Chief Financial Officer of TreeHouse from November 2019 to February 2020 and Senior Vice President, Corporate and Operations, Finance from May 2018 to November 2019. A food industry veteran, Mr. Kelley joined TreeHouse in 2016 as Vice President Finance and Corporate Controller. Prior to joining TreeHouse, Mr. Kelley was with food and beverage company The Kraft Heinz Company as Head of Global Internal Audit. Mr. Kelley holds a B.A. in Accounting from Clark Atlanta University and an MBA in Accounting and Strategy from the University of Chicago. Mr. Kelley serves on two non-profit boards in the Chicago area: Chicago Youth Centers and the Chicago Children’s Museum. Our ESG&N Committee and Board believe his extensive fiscal and enterprise risk management experience overseeing finance, accounting and controls at the leadership level for Fortune 500 companies which qualify him as an “audit committee financial expert”, make him an asset to our Board.

  13. OUR BOARD OF DIRECTORS

    | | Christopher Klein Age: 62 Director Since: 2017 | THOR COMMITTEES • ESG&N (Chair) • Audit (Financial Expert) | OUTSIDE DIRECTORSHIPS • Vontier, Inc. • W.W. Grainger, Inc. |

  14. OUR BOARD OF DIRECTORS

    Mr. Klein, who became a Director in December 2017, retired as the Chief Executive Officer in January 2020, and as the Executive Chairman of Fortune Brands Home & Security, Inc., a leading manufacturer of home and security products in December 2020. Mr. Klein joined Fortune Brands, Inc. in 2003 and held corporate strategy, business development, and operational positions until he became CEO of Fortune Brands Home & Security in 2010. Previously, Mr. Klein held key strategy and operating positions at Bank One Corporation and served as a partner at McKinsey & Company, a global management consulting firm. Mr. Klein spent his early career in commercial banking, at both ABN AMRO and First Chicago. Our ESG&N Committee and Board believe that his management experience as chief executive officer of a public company, as well as his treasury and consulting background make him an asset to our Board.

  15. OUR BOARD OF DIRECTORS

    | | Jeffrey D. Lorenger Age: 60 Director Since: 2024 | THOR COMMITTEES • Compensation & Development • ESG&N | OUTSIDE DIRECTORSHIPS • HNI Corporation |

  16. OUR BOARD OF DIRECTORS

    Mr. Lorenger became a Director in February 2024. He is the President, Chief Executive Officer, and Chairman of the Board of HNI Corporation, a leading manufacturer of workplace furnishings and residential building products. He has served in the role of President and CEO since June 2018 and has been Chairman of HNI Board of Directors since February 2020. Since joining HNI in 1998, Mr. Lorenger has held multiple executive-level positions at HNI and HNI’s workplace furnishings brands including HON, Allsteel, and Gunlocke. Prior to joining HNI, he spent several years practicing law with the firm Gray Plant Mooty in Minneapolis, MN in the area of general corporate transactions. Mr. Lorenger serves on the Tippie School of Business Advisory Board at the University of Iowa. Mr. Lorenger holds three degrees from the University of Iowa - BBA in marketing, Juris Doctorate, and an MBA. Our ESG&N Committee and Board believe that his executive and management experience make him an asset to our Board.

  17. OUR BOARD OF DIRECTORS

    | | Robert W. Martin President and Chief Executive Officer Age: 56 Director Since: 2013 |

  18. OUR BOARD OF DIRECTORS

    Mr. Martin has been with our Company since 2001 when we acquired Keystone RV, where he worked since July 1998. Mr. Martin currently serves as our President and Chief Executive Officer. From August 2012 to July 2013, Mr. Martin served as the Company’s President and Chief Operating Officer. Mr. Martin previously served as President of our RV Group from January 2012 to August 2012. Prior to becoming President of our RV Group, Mr. Martin was President of Keystone RV from January of 2010 to January 2012 and Executive Vice President and Chief Operating Officer of Keystone RV from January 2007 to January 2010. Mr. Martin held various positions with Keystone RV, including Vice President of Sales and General Manager of Sales. Prior to joining Keystone RV, Mr. Martin held positions at Coachmen Industries, Inc., a former recreational vehicle and manufactured housing company. Our ESG&N Committee and Board believe that his extensive experience with our Company and the industry make him an asset to our Board.

  19. OUR BOARD OF DIRECTORS

    | | Peter B. Orthwein Chairman Emeritus of the Board Age: 80 Director Since: 1980 | OUTSIDE DIRECTORSHIPS • Safety Speed Manufacturing Company, Inc. • Squirt Gun Holdings, Inc. • Precision Feedthrough Holdings, LLC • Base Holding Company |

  20. OUR BOARD OF DIRECTORS

    Mr. Orthwein, a co-founder of our Company, currently serves as Chairman Emeritus of the Board, having been appointed to this position after retiring from the Company in August 2019. Mr. Orthwein has served as a Director of our Company since its inception. He served as our Executive Chairman from August 2013 until his retirement in August 2019. From November 2009 to August 2013, Mr. Orthwein served as the Company’s Chairman and CEO. In addition, he served as the Company’s President and CEO from November 2009 to August 2012. Mr. Orthwein was previously Chairman of our Company from 1980 to 1986, Vice Chairman of our Company from 1986 to November 2009, and Treasurer of our Company from 1980 to November 2009. Our ESG&N Committee and Board believe that his extensive experience with our Company and the industry make him a unique asset to our Board.

  21. OUR BOARD OF DIRECTORS

    | FISCAL YEAR 2025 BOARD OF DIRECTORS’ SKILLS MATRIX |

  22. OUR BOARD OF DIRECTORS

    | Skill | | | | | | | | | | | Artificial Intelligence/Generative Technology | | | | | ● | | | | | | Business Ethics | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Business Operations | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Corporate Governance | ● | ● | ● | ● | ● | ● | ● | | ● | | Corporate Responsibility | ● | ● | | | | ● | ● | ● | | | Cybersecurity | | ● | | | ● | | ● | | | | Environmental | | ● | | ● | | | ● | | | | Executive Leadership | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Finance/Capital Allocation | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Financial Expertise Literacy | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Government/Public Policy | | | | | | | | ● | | | Innovation and Emerging Technologies | ● | ● | | | | | ● | | | | International | ● | | ● | ● | ● | ● | ● | ● | | | Investments | | | | | ● | ● | | | ● | | Legal/Compliance | | | | | | | ● | | | | Marketing/Sales | ● | ● | ● | ● | | ● | ● | ● | | | Mergers & Acquisitions | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Outdoor/Recreational Industry Experience | ● | | | | | | | ● | ● | | Project Management | | ● | | | ● | | ● | ● | | | Risk Management | | ● | | | ● | | ● | ● | | | Strategic Alliances | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Strategy | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Sustainability/Climate | | | | ● | | | ● | | | | Systems (IoT) | | | ● | | | | | | | | Talent Management and Compensation | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Taxation | | | | | ● | | | | | | Technology Systems | | | | | ● | | | | | | Gender | | | | | | | | | | | Female | | ● | ● | ● | | | | | | | Male | ● | | | | ● | ● | ● | ● | ● | | Race/Ethnicity | | | | | | | | | | | White | ● | ● | ● | ● | | ● | ● | ● | ● | | Black/African American | | | | | ● | | | | |

  23. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Structure and Committees and Corporate Governance

  24. Our Governance Practices

    | • | We closely monitor the alignment of our NEO compensation with our long-term shareholder return and with benchmarks. |

  25. Our Governance Practices

    | • | Each of our NEOs is party to an Employment Agreement restricting each executive’s right to compete with the Company to the fullest extent allowable by law. |

  26. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION For service in Fiscal Year 2025, each of our non-employee Directors received an annual cash retainer of $170,000, payable quarterly, plus reimbursement for expenses. During Fiscal Year 2025, our Chairman received an additional annual $250,000 cash retainer, payable quarterly. The Chair of our Audit Committee received an additional annual cash retainer of $25,000, paid quarterly. The Chairs of our Compensation and Development Committee and ESG&N Committee each received an additional annual cash retainer of $20,000, payable quarterly. The following table summarizes the compensation paid to our non-employee Directors in Fiscal Year 2025:

  27. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($) | Stock Awards ($)(2) | Total ($) | | Andrew E. Graves | 420,000 | — | 129,942 | 549,942 | | Christina Hennington | 170,000 | — | 129,942 | 299,942 | | Amelia A. Huntington | 190,000 | — | 129,942 | 319,942 | | Laurel Hurd | 170,000 | — | 129,942 | 299,942 | | William J. Kelley Jr. | 195,000 | — | 129,942 | 324,942 | | Christopher Klein | 190,000 | — | 129,942 | 319,942 | | Jeffrey D. Lorenger | 170,000 | — | 129,942 | 299,942 | | Peter B. Orthwein | 170,000 | — | 129,942 | 299,942 |

  28. DIRECTOR COMPENSATION

    | (1) Fees consist of an annual cash retainer for Board and Committee service and an additional annual cash retainer paid to the Chairman and the Committee Chairs. |

  29. DIRECTOR COMPENSATION

    | (2) Director Stock Awards were awarded to all current directors on October 8, 2024. |

  30. Fiscal Year 2025 Business Highlights

    | Key Performance Measures from Fiscal Year 2025: • THOR achieved net sales of $9.58 billion. • Net income attributable to THOR was $258.6 million. • Diluted EPS of $4.84. • Cash generated from operations of $577.9 million. |

  31. Fiscal Year 2025 Business Highlights

    | HIGHLIGHTS OF EXECUTIVE COMPENSATION PRACTICES | | | | | What we do: | | What we Don't do: | | | | Remain Competitive. Annual benchmarking to compare our executive officers’ pay to our compensation peers and the market more broadly. | | Exercise Undue Discretion. No upward adjustment of total compensation targets once set, and no discretionary awards paid to our NEOs. | | | Align with Shareholder Interests. Actual compensation is heavily weighted toward incentive compensation with performance criteria that aligns with the interests of our shareholders. | | Award Options or SARs. Our Company does not award stock options or SARs. Provide Unreasonable Perquisites. – No perquisites awarded to our NEOS other than a periodic physical exam, | | | Remain Compliant. Including the maintenance of our comprehensive and SEC-compliant “no fault” clawback policy | | dark-web monitoring, and ability to lease a recreational vehicle manufactured by one of our North American companies | | | Require Investment in Company. Maintenance of and strict adherence to our Stock Ownership and Retention Guidelines. | | Allow Hedging or Pledging of Stock. No hedging, short sale, or pledging of THOR stock. | | | Motivate Achievement of Financial Goals. Utilization of challenging short-term and long-term performance metrics that align with the interests of our shareholders. These goals are reset annually and are utilized in determining MIP and LTI awards. | | Pay Dividends Before Shares Are Earned. No dividends or dividend equivalents earned on unvested PSUs or RSUs. | | | Use of Compensation Consultant. The Compensation and Development Committee works with an independent compensation consultant. | | | | | Review and Evaluate Tally Sheets. The Committee reviews and discusses each executive’s tally sheet before making any decision on the executive’s pay. | | | | | Annual Shareholder “Say on Pay” Vote. We value our shareholders’ input on our executive compensation practices and programs. Our Board seeks an annual non-binding advisory vote from shareholders to approve executive compensation disclosed in our CD&A, tabular disclosures, and related narrative. | | |

  32. Our Plan

    Our Plan We believe executive compensation should be directly linked to performance and long-term value creation for our shareholders. We provide a framework that encourages outstanding financial results and shareholder returns over the long-term while continuing to attract, retain, and motivate a premier management team to sustain and grow our Company. Our NEO compensation is comprised of (i) a base salary; (ii) a non-equity cash incentive component (our Management Incentive Plan or “MIP”); and (iii) a long-term equity incentive component (“LTI”). The LTI consists of Restricted Stock Units (“RSUs”) and Performance Share Units (“PSUs”). Fiscal Year 2025 marked the Company’s sixth year under its revised compensation plan which relies heavily upon variable incentive compensation measured by adjusted net income before income tax (our “Company Adjusted NBT”)(1), adjusted return on invested capital (“ROIC”), and adjusted free cash flow (“FCF”). Fiscal Year 2025 marked our second year incorporating non-financial metrics into our NEO compensation plan with 10% of target RSUs being contingent upon Management achieving certain metrics related to employee engagement and retention, and organizational leadership development in North America. The foundation of the compensation plan is an annual benchmarking process to compare Management’s pay to that of our compensation peers, our industry competitors, and the market more broadly. For benchmarking in Fiscal Year 2025, our CEO’s targeted total compensation was set at 48% of the median targeted CEO compensation for our executive compensation peer group. Once target total compensation is determined, half of that targeted compensation is designed to be paid in cash compensation through a combination of base salary and MIP while the other half is designed to be paid as LTI, in stock, in equal parts RSU and PSU awards. For Fiscal Year 2025, the annual target MIP and 90% of the RSU awards were each converted to a sharing percentage and were awarded relative to the Company’s performance compared to the annually forecasted target Company Adjusted NBT. The other 10% of the projected RSU awards was awardable based on the NEOs achieving two (2) metrics related to employee engagement and retention, and organizational leadership development in North America. Though RSU awards are based on a one-year performance period, once awarded, such RSU awards are subject to vesting over a three-year period beginning on or after the one-year anniversary of the award grant date. The PSU awards are subdivided into two equal awards based upon FCF and ROIC, relative to forecasted performance over a three-year period. At the conclusion of the three-year period, actual FCF and ROIC performance are each measured against the forecasted performance and awards vest based on the following schedule (with ROIC and FCF components measured separately):

  33. Our Plan

    | Percentage of Realization of Target | Percentage of Payout of Award | | Less than 50% | 0% | | 50% – 150% | The actual percentage of realization will equal the percentage of payout | | Greater than 150% | 200% |

  34. Base Salary

    Base Salary Base salaries are part of the compensation package paid to our executives and are determined according to various factors, including benchmarking, experience, talent, contribution, industry standards, expectations, and performance. On an annual basis, all executive employees’ base salaries are reviewed for possible adjustments. Adjustments, though, are an exception and not the rule. While the Compensation and Development Committee considers the market practices of our peer group as a guide for recognized ranges of base compensation, due to our emphasis on performance-based pay, the Compensation and Development Committee intentionally sets base salaries for our CEO and other NEOs well below average for our peer group. Our CEO’s base salary is $750,000 and has not been adjusted since Fiscal Year 2013. This base salary is the lowest in our 2025 compensation peer group(2) (more than 36% lower than the next lowest). Thus, analysis that compares other elements of compensation as a multiple of CEO base salary do not hold as much meaning for THOR as they might with other companies.

  35. Base Salary

    | (2) Peer group salary data referenced in this paragraph relates to the most recent disclosed summary compensation table data for each such peer. |

  36. Cash-Based Variable Incentive Awards

    Cash-Based Variable Incentive Awards Our MIP provides cash-based variable incentive compensation. As set forth in the accompanying Appendix A, we generally rely on GAAP numbers to calculate our Company Adjusted NBT and then make standard adjustments to exclude certain gains and/or losses as a result of LIFO, non-controlling interests, detrimental or incremental impacts to NBT as a result of non-forecasted M&A activity, and certain foreign currency exchange gains/ losses. Target Company Adjusted NBT is determined prior to our Fiscal Year or within the first quarter thereof and a sharing percentage is calculated as “target MIP” divided by “target Company Adjusted NBT.” The result of that calculation is converted to a percentage. The amount of earned MIP for our NEOs is calculated and paid based on the Company Adjusted NBT on a quarterly basis. The maximum cash-based variable incentive award to be paid to any single person in any fiscal year is capped at $15,000,000. The key incentive metrics for our Fiscal Year 2025 MIP and total MIP actually paid for our NEOs were as follows: The executive’s eligibility to receive the cash incentive compensation is contingent upon the executive being employed with the Company or an operating company at the time of payment; certification by our Compensation and Development Committee that the amount proposed to be paid under the plan is consistent with pre-determined formulas; and a determination that, upon considering any relevant factors including our “no-fault” clawback policy, no cause exists to consider payment of a lesser amount.

  37. Cash-Based Variable Incentive Awards

    | FISCAL YEAR 2025 KEY INCENTIVE METRICS | | | | Name | Performance Metric(1) | Award | | Robert W. Martin | 2.196% of Company Adjusted NBT | $6,692,530 | | Colleen Zuhl | 0.868% of Company Adjusted NBT | $2,645,317 | | Todd Woelfer | 0.864% of Company Adjusted NBT | $2,633,126 | | Trevor Q. Gasper | 0.327% of Company Adjusted NBT | $996,565 | | Michele McDermott | 0.189% of Company Adjusted NBT | $575,996 |

  38. Cash-Based Variable Incentive Awards

    | (1) Fiscal Year 2025 target Company Adjusted NBT was $277,812,000. Actual Company Adjusted NBT for Fiscal Year 2025 was $304,760,000. |

  39. Long-Term Equity Incentive Plan

    Long-Term Equity Incentive Plan Our LTI is comprised of both RSUs and PSUs. As discussed above, the target RSUs awarded for Fiscal Year 2025 were separated into two tranches: (1) a tranche consisting of 90% of the target RSUs evaluated on a single year (Fiscal Year 2025) performance of Company Adjusted NBT; and (2) a tranche consisting of 10% of the target RSUs evaluated based on Management’s achievement of metrics related to employee engagement and retention, and organizational leadership development. The actual award under each tranche is based on actual Company performance. The RSUs awarded for Fiscal Year 2025, based on the metrics identified in the table below, are eligible to vest in three (3) equal annual installments beginning on the first anniversary of the grant. Participants must generally remain employees of our Company or one of its operating companies through the vesting period to be entitled to receive the stock that is issued upon vesting of the RSUs. The PSUs awarded in Fiscal Year 2025 will be evaluated on a three-year aggregate cycle (Fiscal Years 2025, 2026, and 2027) with the number of shares to be awarded based on an analysis of performance to target (ROIC and FCF) after the conclusion of Fiscal Year 2027. An important tool for talent retention, our LTI program provides that, subject to any contrary terms in an employment agreement, any employee who leaves our Company before the vesting date immediately forfeits their right to receive any and all outstanding unvested RSUs and forfeits outstanding PSUs for which the relevant performance period has not ended. The value of the RSU and PSU awards granted to our NEOs for Fiscal Year 2025 were as follows:

  40. Long-Term Equity Incentive Plan

    | FISCAL YEAR 2025 RSU AND PSU AWARDS |

  41. Long-Term Equity Incentive Plan

    | Name | RSU % | RSU Amount(2) | Total RSU Amount(1) | PSU Amount(1) | Total LTI | | Robert W. Martin | 90% (Company Adjusted NBT) | $3,381,505 | $3,724,005 | $3,425,000 | $7,149,005 | | | 10% (Non-Financial) | $342,500 | | | | | Colleen Zuhl | 90% (Company Adjusted NBT) | $1,547,841 | $1,704,616 | $1,567,750 | $3,272,366 | | | 10% (Non-Financial) | $156,775 | | | | | Todd Woelfer | 90% (Company Adjusted NBT) | $1,505,634 | $1,658,134 | $1,525,000 | $3,183,134 | | | 10% (Non-Financial) | $152,500 | | | | | Trevor Q. Gasper | 90% (Company Adjusted NBT) | $744,941 | $820,393 | $754,523 | $1,574,916 | | | 10% (Non-Financial) | $75,452 | | | | | Michele McDermott | 90% (Company Adjusted NBT) | $518,333 | $570,833 | $525,000 | $1,095,833 | | | 10% (Non-Financial) | $52,500 | | | |

  42. Long-Term Equity Incentive Plan

    | (1) The RSU and PSU values are determined based on FASB ASC Topic 718. The PSU amount listed represents the grant date value of the award on the date of the grant that would be achieved on a three-year cycle ending July 31, 2027, if target ROIC and FCF objectives are met. |

  43. Long-Term Equity Incentive Plan

    | (2) Our NEOs’ target RSU amount for Fiscal Year 2025 was: |

  44. Long-Term Equity Incentive Plan

    | NEO | TARGET RSU AMOUNT | | Robert W. Martin | $3,425,000 | | Colleen Zuhl | $1,567,750 | | Todd Woelfer | $1,525,000 | | Trevor Q. Gasper | $754,523 | | Michele McDermott | $525,000 |

  45. Long-Term Equity Incentive Plan

    90% of this target was awarded relative to the Company’s achievement of target Company Adjusted NBT of $277,812,000 and 10% was awarded relative to Management’s achievement of certain metrics related to employee engagement and retention, and organizational development.

  46. Severance Plans and Change in Control Agreements

    Severance Plans and Change in Control Agreements Our Company has employment agreements with each of our Named Executive Officers. Updated and adopted during Fiscal Year 2023, these contracts contain non-competition and non-solicitation obligations that, prior to 2021, were not part of our NEOs’ employment relationship with the Company and, prior to 2021, were not standard within the RV industry. The purpose of the contracts and non-competition provisions was to secure the exclusive services of our Management Team for the duration of the contracts and for a period of time post-employment. The RV industry is very competitive, and its history is replete with examples of key leaders leaving their company to start competitive businesses. Given Management’s longevity and track record of growth with the Company, the contracts remain important to secure and to protect the Company from such risk. As such, an essential element of the employment agreement was that each executive agrees not to compete against the Company during the term of his or her employment and for a period of two (2) years following termination of employment. The agreements also include confidentiality undertakings and agreements not to solicit Company customers or employees. The RV industry has a comparatively low barrier to entry, geographic concentration, and relies upon personal relationships with suppliers and dealers. Thus, the Company obtained a substantial benefit by collecting non-competition agreements from its NEOs in Fiscal Year 2021 and renewing these agreements with updated terms in Fiscal Year 2023. A cornerstone of the THOR Industries, Inc. 2016 Equity and Incentive Plan (as amended) (our “2016 Plan”) is its double-trigger vesting requirement. Specifically, the 2016 Plan provides for the vesting of shares only upon the occurrence of both a Change in Control (as defined by the 2016 Plan) and either a corresponding change in employment status or the failure of an acquirer to assume the awards. The aggregate value of change in control and termination benefits for each NEO is summarized under the subheading, “Potential Payments Upon Termination or Change in Control and Agreements with Resigning Officers” on page 52.

  47. The Compensation Committee

    The Compensation Committee Our Compensation and Development Committee is responsible for the oversight of our Executive Management compensation plan. Each year, the Committee engages in a thorough evaluation of the performance of our NEOs. The Board of Directors conducts a review of our CEO, Mr. Martin. These evaluations are significant inputs for the Committee as it determines the percentage of the peer group benchmark at which to set target compensation. Mr. Martin does not participate in his own performance evaluation or in setting his own compensation. For the other NEOs, the Chairman of the Board and the CEO evaluate each NEO’s individual performance and recommend to the Compensation and Development Committee a tailored compensation plan that relies on peer benchmark data for that individual. The Compensation and Development Committee then reviews and votes to approve or modify these recommendations. For more information on the Compensation and Development Committee, see the Corporate Governance Section of this Proxy Statement. Additionally, the Compensation and Development Committee’s charter can be found on our Company website at www.thorindustries.com. Our Independent Compensation Consultant In Fiscal Year 2025, the Compensation and Development Committee utilized WTW as its compensation consultant. WTW reports directly to the Committee, and the Committee is empowered to retain or replace WTW or hire additional consultants at any time. A representative of WTW regularly attends the Committee meetings and provides data and advice to the Committee throughout the year. Additionally, a representative from WTW regularly meets in executive session with the Committee. WTW’s role is to provide market and peer group data and to advise the Committee on compensation-related decisions. During Fiscal Year 2025, the compensation consultant provided the following services to the Committee:

  48. The Compensation Committee

    | • | Provided peer group analysis, including benchmarking data, supporting recommendations for the Company’s board and executive compensation; |

  49. Our Compensation Peer Group

    Our Compensation Peer Group Importantly, WTW assists the Committee in determining an appropriate compensation peer group. Our Company has a unique challenge in its peer review process. The Company’s largest competitor is part of a multinational conglomerate holding company and its executive pay practices are not publicly available but available information indicates that their program is heavily weighted to cash compensation. Two competitors are publicly traded but those competitors are not reasonable compensation peers due to significant size differences relative to the Company. Geographic proximity to our OEM and supply competitors makes the competition for key industry talent an ever-present challenge. Our compensation plan is, therefore, designed to attract and retain industry-leading talent through a program that is reasonable and heavily tied to our Company’s financial performance. In Fiscal Year 2025, as it has previously, the Committee benchmarked its executive pay against a peer group of publicly traded companies and used this data in conjunction with our own industry-specific knowledge in evaluating its executive compensation practices. The Compensation and Development Committee periodically reviews and, as necessary, updates the peer group. Our general guidelines for our peer group are to include companies that are one-half to two times our net sales. Our peer group represents manufacturing companies of similar size as expressed in sales and market capitalization. Additionally, we seek to identify manufacturing companies that introduce their products to market through dealerships or franchises. While the compensation peer group is not comprised of our market competitors, it nevertheless provides a meaningful basis for market comparison of our executive compensation packages. Included in our peer evaluation was the consideration of the disclosed peers of the members of our peer group. We believe our compensation peer group for Fiscal Year 2025 represents a solid comparator group for our Company. Our peer group for Fiscal Year 2025 consisted of the following companies: We evaluate our pay for performance system on a regular and consistent basis. In doing so, we analyze the peer group’s compensation data as reported in their most recent proxy statements. In this process, we measure actual and target pay data with comparable NEOs and the aggregate NEO compensation. We also evaluate the fixed and incentive-based variables of our compensation program as compared to the peer group. This information is then presented to the Committee for its consideration as it determines the appropriate compensation of our NEOs.

  50. Measuring Alignment: Evaluating the Relationship Between Our Fiscal Year 2025 Performance and Our Compensation

    | | | MIP/Non-Equity | LTI-RSUs | LTI-RSUs | | | | | Base Salary | Incentive Award | (NBT) | (Non-Financial) | LTI-PSUs(1) | Compensation | | FY 2025 | $750,000 | $6,692,530 | $3,381,505 | $342,500 | $3,425,000 | $14,591,535 | | FY 2024 | $750,000 | $4,166,902 | $2,123,396 | $321,293 | $3,212,930 | $10,574,521 |

  51. Measuring Alignment: Evaluating the Relationship Between Our Fiscal Year 2025 Performance and Our Compensation

    | (1) PSU Amount listed represents value of award on the date of the grant that would be achieved on a three-year cycle ending if target ROIC and FCF objectives are met. |

  52. Compensation Risk Assessment

    | • | Oversight of the business and the MIP and LTI compensation provided to our NEOs; |

  53. Compensation Risk Assessment

    | • | Stock ownership guidelines, the time-based vesting component of RSU awards under our LTI program and the multi-year performance measurement periods |

  54. Compensation Risk Assessment

    | for the FCF and ROIC components of PSUs awarded under our LTI program, which encourage long-term value creation, and serve to counterbalance potentially significant short-term incentive-based compensation; |

  55. Compensation Risk Assessment

    | • | Consultation with and reliance on advice provided by our outside compensation consultant, WTW; |

  56. Compensation Risk Assessment

    | • | The performance criteria of our MIP and LTI programs, which emphasize overall Company results over individual performance; |

  57. Compensation Risk Assessment

    | • | Linear award calculations under our MIP, with no steep payout curves or disproportionate increases in compensation payout thresholds that might create incentives to take greater risks for greater rewards; |

  58. Compensation Risk Assessment

    | • | Our ability to consider non-financial, compliance, and other qualitative performance factors in determining actual compensation payouts for Executive Officers; |

  59. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table summarizes the total compensation awarded to our Named Executive Officers in Fiscal Years 2025, 2024, and 2023(1):

  60. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(2) | Share Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | Change in pension value and nonqualified Deferred Compensation Earnings ($) | All Other Comp ($)(5) | Total ($) | | Robert W. Martin President and Chief Executive Officer | 2025 2024 2023 | 750,000 750,000 750,000 | — — — | 7,149,005 5,657,619 5,621,179 | — — — | 6,692,530 4,166,902 4,196,310 | — — — | 22,183 — — | 14,613,718 10,574,521 10,567,489 | | Colleen Zuhl Senior Vice President and Chief Financial Officer | 2025 2024 2023 | 725,000 725,000 725,000 | — — — | 3,272,366 2,483,472 2,478,583 | — — — | 2,645,317 1,537,466 1,564,550 | — — — | 17,531 7,112 — | 6,660,214 4,753,050 4,768,133 | | Todd Woelfer Senior Vice President and Chief Operating Officer | 2025 2024 2023 | 650,000 650,000 650,000 | — — — | 3,183,134 2,478,542 2,491,649 | — — — | 2,633,126 1,591,060 1,626,718 | — — — | 9,095 — — | 6,475,355 4,719,602 4,768,367 | | Trevor Q. Gasper Senior Vice President, General Counsel, & Corporate Secretary | 2025 2024 2023 | 600,000 600,000 500,000 | — — — | 1,574,916 1,196,965 931,340 | — — — | 996,565 559,383 419,631 | — — — | 9,095 — — | 3,180,575 2,356,348 1,850,971 | | Michele McDermott(6) Chief Human Resources Officer | 2025 2024 2023 | 525,000 237,500 — | — — — | 1,095,833 366,722 — | — — — | 575,996 131,198 — | — — — | 33,307 — — | 2,230,136 735,420 — |

  61. Summary Compensation Table

    | (1) All compensation figures in this table are rounded to the nearest dollar. |

  62. Summary Compensation Table

    | (2) The amounts in this column reflect the payment of discretionary bonuses. No discretionary bonuses were paid during Fiscal Years 2025, 2024, or 2023. |

  63. Summary Compensation Table

    | (3) Share award values were determined in accordance with FASB ASC Topic 718. For information about the assumptions used by the Company in calculating the value of the awards, see Note 16 to the Company’s consolidated financial statements in the Form 10-K. The amount stated represents equity incentive plan awards awarded to each NEO consisting of: (i) RSU amounts based 90% on each NEO’s designated percentage of Fiscal Year 2025 Company Adjusted NBT and 10% based on the achievement of certain non-financial metrics; all 100% valued as of the grant date as discussed on page 39; and (ii) PSU amounts calculated based on the grant date value of the award that would be achieved on a three-year cycle if target ROIC and FCF objectives are met. No PSUs will vest if a threshold is not met. For more information on threshold, target, and maximum PSUs granted in Fiscal Year 2025, see Grants of Plan-Based Awards in Fiscal Year 2025 which follows. |

  64. Summary Compensation Table

    | (4) The amounts shown in this column are amounts earned under our MIP program for Fiscal Years 2025, 2024 and 2023. |

  65. Summary Compensation Table

    | (5) For Fiscal Year 2025, All Other Comp for Mr. Gasper and Mr. Woelfer consists of company provided cyber monitoring and All Other Comp for Mr. Martin, Mrs. Zuhl, and Ms. McDermott consists of: (i) company provided cyber monitoring; and (ii) the incremental cost to the Company for an annual physical and health screening. For Fiscal Year 2024, All Other Comp for Mrs. Zuhl consists of the incremental cost to the Company for an annual physical and health screening. |

  66. Summary Compensation Table

    | (6) Ms. McDermott started with the Company in January 2024. |

  67. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table summarizes the grants made to each of our NEOs for Fiscal Year 2025 under our 2016 Plan or other plans or arrangements :

  68. Grants of Plan-Based Awards in Fiscal Year 2025

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | | | Name | Grant Date | Threshold ($) | Target ($)(1) | Maximum ($)(2) | Threshold ($)(#) | Target ($)(#) | Maximum ($)(#) | Grant Date Fair Value of Share and Option Awards $(4) | | Robert W. Martin | 9/19/2024 (MIP) 9/19/2024 (RSU) 9/19/2024 (PSU) | $0 | $6,100,000 | $15,000,000 | $0 15,952 | $3,425,000(3) 31,905(5) | 63,810 | $3,724,005 $3,425,002 | | Colleen Zuhl | 9/19/2024 (MIP) 9/19/2024 (RSU) 9/19/2024 (PSU) | $0 | $2,410,500 | $15,000,000 | $0 7,302 | $1,567,750(3) 14,604(5) | 29,208 | $1,704,616 $1,567,739 | | Todd Woelfer | 9/19/2024 (MIP) 9/19/2024 (RSU) 9/19/2024 (PSU) | $0 | $2,400,000 | $15,000,000 | $0 7,103 | $1,525,014(3) 14,206(5) | 28,412 | $1,658,134 $1,525,014 | | Trevor Q. Gasper | 9/19/2024 (MIP) 9/19/2024 (RSU) 9/19/2024 (PSU) | $0 | $909,046 | $15,000,000 | $0 3,514 | $754,523(3) 7,029(5) | 14,058 | $820,393 $754,563 | | Michele McDermott | 9/19/2024 (MIP) 9/19/2024 (RSU) 9/19/2024 (PSU) | $0 | $525,000 | $15,000,000 | $0 2,445 | $525,000(3) 4,891(5) | 9,782 | $570,833 $525,049 |

  69. Grants of Plan-Based Awards in Fiscal Year 2025

    | (1) To determine awards granted during Fiscal Year 2025, we calculated a percentage share for MIP based on target MIP divided by a target Company Adjusted NBT of $277,812,000. The number set forth in this column represents the target MIP. Actual MIP payments based upon actual Company Adjusted NBT for Fiscal Year 2025 are included in the Summary Compensation Table above. |

  70. Grants of Plan-Based Awards in Fiscal Year 2025

    | (2) The Compensation and Development Committee has limited total cash awards to $15,000,000 in any fiscal year for any individual. |

  71. Grants of Plan-Based Awards in Fiscal Year 2025

    | (3) This number represents the target RSU value. For the RSU portion of the equity incentive awards granted during Fiscal Year 2025, 90% of the target consisted of RSUs to be awarded based on the actual Company Adjusted NBT relative to a target Company Adjusted NBT of $277,812,000 and 10% of the target consisted of RSUs to be awarded based on the achievement of certain metrics related to employee retention and engagement, and organizational leadership development. |

  72. Grants of Plan-Based Awards in Fiscal Year 2025

    | (4) Represents the fair value of awards at target as of the grant date pursuant to FASB ASC Topic 718. |

  73. Grants of Plan-Based Awards in Fiscal Year 2025

    | (5) As described on page 35, each NEO was awarded performance stock units under the 2016 Plan from which common stock may be distributable. These targeted awards are subject to adjustment at the conclusion of the three-year measurement period based upon the Company’s performance against its goals for both ROIC and FCF. Payout for the PSUs will be adjusted based on the following schedule (with ROIC and FCF components measured separately and weighted equally): |

  74. Grants of Plan-Based Awards in Fiscal Year 2025

    | PERCENTAGE OF | PERCENTAGE | | REALIZATION OF TARGET | OF PAYOUT OF AWARD | | Less than 50% | 0% | | 50 – 150% | The actual percentage of realization will equal the percentage of payout | | Greater than 150% | 200% |

  75. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information concerning option awards and share awards held by our NEOs as of July 31, 2025:

  76. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Stock Awards | | | | | Names | Number of Shares or Units That Have Not Vested (#)(1) | Market Value of Shares or Units That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Robert W. Martin | 58,726(3) | 5,343,479 | 107,893 | 9,817,184 | | Colleen Zuhl | 24,760(4) | 2,252,912 | 48,042 | 4,371,342 | | Todd Woelfer | 25,195(5) | 2,292,493 | 47,714 | 4,341,497 | | Trevor Q. Gasper | 9,576(6) | 871,320 | 21,163 | 1,925,621 | | Michele McDermott | 1,436(7) | 130,662 | 7,127 | 648,486 |

  77. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) The shares in this column represent unvested RSUs. |

  78. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (2) The shares in this column represent unvested PSUs. The number of earned PSUs will be determined after the respective three-year performance period based on performance measured against ROIC and FCF targets. The number of shares indicated represents shares that would be earned if the target level of performance is achieved. |

  79. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (3) Mr. Martin received a restricted stock unit award of 56,418 units on October 11, 2022; 25,734 units on October 10, 2023; and 22,764 units on October 8, 2024 . These units vest in three equal annual installments commencing on the one-year anniversary date of each of the awards, respectively. |

  80. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (4) Mrs. Zuhl received a restricted stock unit award of 21,603 units on October 11, 2022; 11,350 units on October 10, 2023; and 9,992 units on October 8, 2024. These units vest in three equal annual installments commencing on the one-year anniversary date of each of the awards, respectively. |

  81. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (5) Mr. Woelfer received a restricted stock unit award of 22,856 units on October 11, 2022; 11,406 units on October 10, 2023; and 9,972 units on October 8, 2024. These units vest in three equal annual installments commencing on the one-year anniversary date of each of the awards, respectively. |

  82. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (6) Mr. Gasper received a restricted stock unit award of 5,738 units on October 11, 2022; 4,270 units on October 10, 2023; and 4,816 units on October 8, 2024. These units vest in three equal annual installments commencing on the one-year anniversary date of each of the awards, respectively. |

  83. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (7) Ms. McDermott started with the Company in January 2024. She received a restricted stock unit award of 1,436 units on October 8, 2024. |

  84. Option Exercises and Shares Vested in Fiscal Year 2025

    Option Exercises and Shares Vested in Fiscal Year 2025 There were no options exercised by our NEOs in Fiscal Year 2025. None of our NEOs holds options, and no options were awarded in Fiscal Year 2025. The following table summarizes information regarding the vesting of share awards for each NEO in Fiscal Year 2025:

  85. Option Exercises and Shares Vested in Fiscal Year 2025

    | | Stock Awards | | | Name | Number of Shares Acquired Upon Vesting (#) | Value Realized on Vesting ($) | | Robert W. Martin | 65,758 | 7,085,523 | | Colleen Zuhl | 25,467 | 2,713,218 | | Todd Woelfer | 25,924 | 2,793,211 | | Trevor Q. Gasper | 5,988 | 644,653 | | Michele McDermott(1) | — | — |

  86. Option Exercises and Shares Vested in Fiscal Year 2025

    (1) Ms. McDermott started with the Company in January 2024.

  87. Non-Qualified Deferred Compensation for Fiscal Year 2025

    Non-Qualified Deferred Compensation for Fiscal Year 2025 The following table shows the contributions, earnings, and account balances for Fiscal Year 2025 for the NEOs participating in our Deferred Compensation Plan(1):

  88. Non-Qualified Deferred Compensation for Fiscal Year 2025

    | Name | Executive Contributions in Fiscal Year 2025(2) | Registrant Contributions in Fiscal Year 2025 | Aggregate Earnings in Fiscal Year 2025 | Aggregate Withdrawals/ Distributions | Aggregate Balance at 7/31/25 | | Colleen Zuhl | — | — | $40,771 | — | $462,913 | | Todd Woelfer | $356,471 | — | $372,037 | — | $3,510,366 |

  89. Non-Qualified Deferred Compensation for Fiscal Year 2025

    | (1) Our NEOs, like any highly compensated employee at THOR, are ineligible to participate in THOR’s 401(k) plan but may elect to participate in THOR’s Non-Qualified Deferred Compensation Plan. Messrs. Martin and Gasper and Ms. McDermott do not participate in THOR’s Non-Qualified Compensation Plan. |

  90. Non-Qualified Deferred Compensation for Fiscal Year 2025

    | (2) The amounts shown as executive contributions are contributed from salary and so, necessarily, also included in the amounts shown as Fiscal Year 2025 salary in the Summary Compensation Table on page 46. |

  91. Potential Payments Upon Termination or Change in Control and Agreements with Resigning Officers

    Potential Payments Upon Termination or Change in Control and Agreements with Resigning Officers As of July 31, 2025, and excepting: (i) potential payments under our Deferred Compensation Plan, (ii) the previously discussed lapsing of restrictions on certain restricted awards in the event of a change in control and a failure of the continuing entity to assume, convert or replace such award and (iii) amounts provided for in the employment agreements between our NEOs and the Company described in this section, there were no potential obligations owed to our NEOs or their beneficiaries under existing plans or arrangements, whether written or unwritten, in the event of a change in control or termination of employment, including because of death, disability, or retirement. The Company and its NEOs are party to separate but substantively identical employment contracts. As discussed previously, the contracts provide for certain robust non-competition, non-solicitation, non-disparagement, and confidentiality undertakings that protect the Company. Prior to June 2021, the Company did not enjoy these protections and left itself open to competition from its Management in the event of a separation from employment, which is a substantial risk in the recreational vehicle industry because relationships drive business, and the industry is susceptible to start-up competition. Our executive contracts are discussed in the context of employment separation scenarios below:

  92. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below quantifies the value of compensation and benefits required to be paid to each NEO employed at the end of our fiscal year upon various employment separation scenarios that would exceed the compensation benefits generally available to employees in each such separation scenario as discussed previously. The total column in the following table does not reflect compensation or benefits previously accrued or earned by the NEOs, such as deferred compensation. Benefits and payments are calculated as of July 31, 2025.

  93. Potential Payments Upon Termination or Change in Control

    | Name | Voluntary Separation(1) | Death or Disability | For Cause(1) | Without Cause/For Good Reason | | Robert W. Martin | | | | | | Cash | — | $3,214,483 | — | $13,700,00 | | RSUs Settled | $5,343,479(3) | $9,067,484(3) | — | $5,343,479(4) | | PSUs Settled | $9,817,184(5) | $9,817,184(5) | — | $9,817,184(6) | | Other Benefits(2) | — | — | — | $74,450 | | TOTAL | $15,160,663 | $22,099,151 | — | $28,935,113 | | Colleen Zuhl | | | | | | Cash | — | $1,270,570 | — | $6,271,000 | | RSUs Settled | $2,252,912(3) | $3,957,528(3) | — | $2,252,912(4) | | PSUs Settled | $4,371,342(5) | $4,371,342(5) | — | $4,371,342(6) | | Other Benefits(2) | — | — | — | $60,897 | | TOTAL | $6,624,254 | $9,599,440 | — | $12,956,151 | | Todd Woelfer | | | | | | Cash | — | $1,264,715 | — | $6,100,000 | | RSUs Settled | $2,292,493(3) | $3,950,627(3) | — | $2,292,493(4) | | PSUs Settled | $4,341,497(5) | $4,341,497(5) | — | $4,341,497(6) | | Other Benefits(2) | — | — | — | $60,897 | | TOTAL | $6,633,990 | $9,556,839 | — | $12,794,887 | | Trevor Q. Gasper | | | | | | Cash | — | $478,659 | — | $3,018,092 | | RSUs Settled | $871,320(3) | $1,691,713(3) | — | $871,320(4) | | PSUs Settled | $1,925,621(5) | $1,925,621(5) | — | $1,925,621(6) | | Other Benefits(2) | — | — | — | $74,450 | | TOTAL | $2,796,941 | $4,095,993 | — | $5,889,483 | | Michele McDermott | | | | | | Cash | — | $276,656 | — | $1,050,000 | | RSUs Settled | $130,662(3) | $701,495(3) | — | $130,662(4) | | PSUs Settled | $648,486(5) | $648,486(5) | — | $648,486(6) | | Other Benefits(2) | — | — | — | $74,450 | | TOTAL | $779,148 | $1,626,637 | — | $1,803,598 |

  94. Potential Payments Upon Termination or Change in Control

    | (1) If an Executive voluntarily terminates his or her employment with the Company or his or her employment is terminated by the Company for Cause, the executive would be entitled to receive a distribution of the balance in the executive’s account under the Deferred Compensation Plan shown in the table on page 51 above but would receive no other cash benefits or other cash payments in connection with such a termination. |

  95. Potential Payments Upon Termination or Change in Control

    | (2) Other Benefits include COBRA premium payments for up to 24 months and outplacement services. |

  96. Potential Payments Upon Termination or Change in Control

    | (3) Valuation is based on a July 31, 2025 separation date, but RSUs would be awarded and valued on the date of actual vesting in accordance with the award vesting schedule. |

  97. Potential Payments Upon Termination or Change in Control

    | (4) RSUs vest in full on the date of separation. Valuation is based on a July 31, 2025 separation date. |

  98. Potential Payments Upon Termination or Change in Control

    | (5) Valuation based on a July 31, 2025 separation date, but actual value would be determined at time of vesting. |

  99. Potential Payments Upon Termination or Change in Control

    | (6) For purposes of this table, it is assumed PSUs would vest at target, however, in the event of an actual separation without cause or for good reason, the PSU amounts would be set based on performance to date and a pro rata estimation for the remainder of the PSU period as of July 31, 2025. |

  100. Potential Payments Upon Termination or Change in Control

    | FISCAL YEAR 2025 CEO PAY RATIO |

  101. Pay versus Performance

    Pay versus Performance The SEC has adopted a rule requiring annual disclosure of pay-versus-performance which shows the relationship between executive compensation actually paid and the Company’s performance. The following pay versus performance disclosure is based on permitted methodology, pursuant to the SEC guidance under Item 402(v) of Regulation S-K.

  102. Pay versus Performance

    | Year(1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for non-PEO Named Executive Officers(2) | Average Compensation Actually Paid to non-PEO Named Executive Officers(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income (in millions) | Company Adjusted NBT (in millions)(7) | | 2025 | $14,613,718 | $10,441,925 | $4,636,570 | $3,362,921 | $88.05 | $77.30 | $259 | $305 | | 2024 | $10,574,521 | $10,397,043 | $3,038,549 | $2,837,923(8) | $100.36 | $110.39 | $265 | $335 | | 2023 | $10,567,489 | $19,019,951 | $3,432,237 | $5,647,940 | $107.17 | $118.08 | $374 | $518 | | 2022 | $15,866,718 | $14,952,360 | $4,173,100 | $3,818,733 | $76.59 | $114.50 | $1,138 | $1,512 | | 2021 | $19,085,967 | $16,384,052 | $4,444,238 | $3,924,886 | $105.45 | $129.51 | $660 | $834 |

  103. Pay versus Performance

    | (1) Robert W. Martin served as the Company’s Principal Executive Officer (“PEO”) for the entirety of Fiscal Years 2021, 2022, 2023, and 2024. The Company’s other NEOs for the applicable years were as follows: |

  104. Pay versus Performance

    | • | Fiscal Year 2025 – Colleen Zuhl, Todd Woelfer, Trevor Q. Gasper, and Michele McDermott |

  105. Pay versus Performance

    | • | Fiscal Year 2024 – Colleen Zuhl, Todd Woelfer, Kenneth D. Julian, Trevor Q. Gasper, and Michele McDermott |

  106. Pay versus Performance

    | • | Fiscal Year 2023 – Colleen Zuhl, Todd Woelfer, Kenneth D. Julian, and Trevor Q. Gasper |

  107. Pay versus Performance

    | • | Fiscal Year 2022 – Colleen Zuhl, Todd Woelfer, Kenneth D. Julian, and Trevor Q. Gasper |

  108. Pay versus Performance

    | • | Fiscal Year 2021 – Colleen Zuhl, Todd Woelfer, Kenneth D. Julian, and Josef Hjelmaker |

  109. Pay versus Performance

    | (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable fiscal year in the case of our PEO, Mr. Martin; and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs other than the PEO for the applicable year. |

  110. Pay versus Performance

    | (3) Amounts reported in this column represent the compensation actually paid, as defined by the SEC, to Mr. Martin as the Company’s PEO in the indicated fiscal years, as calculated in the table below: |

  111. Pay versus Performance

    | PEO | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table – Total Compensation(a) | $14,613,718 | $10,574,521 | $10,567,489 | $15,866,718 | $19,085,967 | | - Grant Date Fair Value of Stock Awards Awards Granted in Fiscal Year(b) | $7,149,005 | $5,657,619 | $5,621,179 | $7,391,246 | $8,648,124 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year(c) | $4,974,332 | $6,308,962 | $11,398,863 | $6,057,340 | $6,360,666 | | + Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Year(d) | ($1,696,043) | ($1,141,663) | $3,077,766 | ($2,231,755) | $441,414 | | + Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year(e) | $0 | $0 | $0 | $0 | $0 | | + Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | $105,969 | $312,842 | ($402,988) | $2,651,303 | ($855,871) | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | $407,047 | $0 | $0 | $0 | $0 | | = Compensation Actually Paid | $10,441,925 | $10,397,043 | $19,019,951 | $14,952,360 | $16,384,052 |

  112. Pay versus Performance

    | (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. |

  113. Pay versus Performance

    | (b) Represents the aggregate grant date fair value of the stock awards granted to Mr. Martin during the indicated fiscal year computed in accordance with FASB ASC 718. |

  114. Pay versus Performance

    | (c) Represents the aggregate fair value as of the indicated fiscal year-end of Mr. Martin’s outstanding and unvested stock awards granted during such fiscal year. PSU amounts were calculated based on the number of shares that would be awarded on a multi-year cycle if target ROIC and FCF objectives are met for the applicable multi-year cycle. |

  115. Pay versus Performance

    | (d) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by Mr. Martin as of the last day of the indicated fiscal year. PSU amounts were calculated based on the change in value of a target number of shares that would be achieved on a multi-year basis if target ROIC and FCF objectives are met. |

  116. Pay versus Performance

    | (e) Represents the aggregate fair value of vesting of stock awards that were granted to Mr. Martin and vested during the indicated fiscal year, computed in accordance with FASB ASC 718. |

  117. Pay versus Performance

    | (f) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award held by Mr. Martin that was granted in a prior year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. |

  118. Pay versus Performance

    | (g) Represents the aggregate fair value as of the last day of the prior fiscal year of Mr. Martin’s stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718. |

  119. Pay versus Performance

    | (4) Amounts reported in this column represent the compensation actually paid to the Company’s NEOs other than Mr. Martin in the indicated fiscal year, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown on the table below: |

  120. Pay versus Performance

    | Other NEOs Average(a) | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table – Total Compensation(b) | $4,636,570 | $3,038,549 | $3,432,237 | $4,173,100 | $4,444,238 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year(c) | $2,281,562 | $1,305,140 | $1,770,885 | $2,031,800 | $2,108,683 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year(d) | $1,522,854 | $1,400,029 | $3,330,125 | $1,506,155 | $1,679,617 | | + Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Year(e) | ($447,179) | ($211,127) | $755,887 | ($542,115) | $111,754 | | + Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year(f) | $0 | $92,814 | $0 | $0 | $0 | | + Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(g) | $22,669 | ($177,202) | ($99,424) | $713,393 | ($202,040) | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year(h) | $90,431 | $0 | $0 | $0 | $0 | | = Compensation Actually Paid | $3,362,921 | $2,837,923 | $5,647,940 | $3,818,733 | $3,924,886 |

  121. Pay versus Performance

    | (a) Please see footnote 1 above for the NEOs included in the average for each indicated fiscal year. |

  122. Pay versus Performance

    | (b) Represents average Total Compensation as reported in the Summary Compensation Table for the reported NEOs during the indicated fiscal year. |

  123. Pay versus Performance

    | (c) Represents the average aggregate grant date fair value of the stock awards granted to the reported NEOs during the indicated fiscal year computed in accordance with FASB ASC 718. |

  124. Pay versus Performance

    | (d) Represents the average aggregate fair value as of the indicated fiscal year-end of the reported NEO’s outstanding and unvested stock awards granted during such fiscal year. PSU amounts were calculated based on the number of shares that would be awarded on a multi-year cycle if target ROIC and FCF objectives are met. |

  125. Pay versus Performance

    | (e) Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by the reported NEOs as of the last day of the indicated fiscal year. PSU amounts were calculated based on the change in value of a target number of shares that would be achieved on a multi-year basis if target ROIC and FCF objectives are met. |

  126. Pay versus Performance

    | (f) Represents the average aggregate fair value of vesting of stock awards that were granted to the reported NEOs and vested during the indicated fiscal year, computed in accordance with FASB ASC 718. |

  127. Pay versus Performance

    | (g) Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award held by the reported NEOs that was granted in a prior year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. |

  128. Pay versus Performance

    | (h) Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported NEOs’ stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718. |

  129. Pay versus Performance

    | (5) Pursuant to rules of the SEC, the comparison assumes $100 was invested on July 31, 2020, in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. |

  130. Pay versus Performance

    | (6) For 2021 through July 1, 2025, the TSR Peer Group consists of Winnebago Industries (“WGO”), LCI Industries (“LCII”), and the Shyft Group (“SHYF”), the same peer group historically utilized in the stock price performance graph of the Company’s Annual Report. In our calculation for 2025, effective July 1, 2025, the SHYF shares utilized in our calculation were converted to shares of the Aebi Schmidt Group (“AEBI”) which merged with SHYF on July 1, 2025. Shares were converted at the conversion rate applicable to holders of SHYF on that date. |

  131. Pay versus Performance

    | (7) For Fiscal Year 2025, Company Adjusted NBT continues to be viewed as the core driver of the Company’s performance and stockholder value creation. Company Adjusted NBT is a non-GAAP financial measure. Please see Appendix A for a reconciliation of this non-GAAP financial measure. |

  132. Pay versus Performance

    | (8) In the Company’s 2024 Proxy Statement, the Average Compensation Actually Paid to non-PEO Named Executive Officers was reported to be $2,955,006 but was incorrectly calculated. The correct number is $2,837,923. |

  133. Relationship Between Compensation Actually Paid and Performance

    Relationship Between Compensation Actually Paid and Performance We believe the “Compensation Actually Paid” in each of the years reported on the prior table and over the five-year cumulative period are reflective of the Compensation Committee’s emphasis on pay-for-performance as the “Compensation Actually Paid” fluctuated year-over-year primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under our annual and long-term incentive programs.

  134. Director Compensation Limit

    Director Compensation Limit The aggregate grant date fair market value of awards that may be granted during any fiscal year to any non-employee Director shall not exceed $500,000.