DEF 14A of Winnebago Industries Inc, Nov 4, 2025

DEF 14A of Winnebago Industries Inc

Filed Nov 4, 2025 · FY20250001140361-25-040336

Open on EDGAR

  1. How to Vote

    | | Page | | Nonqualified Deferred Compensation | 52 | | Potential Payments upon Termination or Change in Control | 52 | | 2014 Plan and 2019 Plan Payments | 53 | | Estimated Change in Control or Termination Payments and Benefits at the End of Fiscal 2025 | 55 | | CEO Pay Ratio Disclosure | 57 | | Pay Versus Performance Disclosure | 58 | | Equity Compensation Plan Information | 62 | | Proposal 2 – Advisory Vote to Approve the Compensation of our Named Executive Officers | 63 | | Proposal 3 – Approval of the Amended and Restated 2019 Omnibus Incentive Plan | 64 | | Proposal 4 - Approval of the Amended and Restated Employee Stock Purchase Plan | 75 | | Proposal 5 - Ratification of the Appointment of Independent Registered Public Accountant for the Fiscal Year Ending August 29, 2026 | 79 | | Report of the Audit Committee | 80 | | Independent Registered Public Accountant’s Fees and Services | 81 | | Policy Regarding the Approval of Independent Registered Public Accountant Provision of Audit and Non-audit Services | 81 | | Security Ownership of Certain Beneficial Owners and Management | 82 | | Voting Information | 84 | | Other Information | 86 | | APPENDIX A - Amended and Restated 2019 Omnibus Incentive Plan | A-1 | | APPENDIX B - Amended and Restated Employee Stock Purchase Plan | B-1 |

  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. | 54 | 2019 | Yes | 1 | • | Human Resources | | | | | | | • | Nominating and Governance* | | Christopher J. Braun Former Chief Executive Officer of Teton Buildings, LLC | 65 | 2015 | Yes | — | • | Audit | | | | | | | • | Nominating and Governance | | Kevin E. Bryant Executive Vice President, Stakeholder Affairs and Chief Strategy Officer of Southwest Power Pool | 50 | 2021 | Yes | 1 | • | Audit* | | | | | | | • | Technology and Innovation | | William C. Fisher Former Chief Information Officer of Polaris, Inc. | 71 | 2015 | Yes | — | • | Audit | | | | | | | • | Technology and Innovation | | Michael J. Happe President and Chief Executive Officer of Winnebago Industries | 54 | 2016 | No | 1 | | | | Staci L. Kroon President and Chief Executive Officer of TouchPoint, Inc. | 52 | 2023 | Yes | — | • | Human Resources | | | | | | | • | Technology and Innovation* | | David W. Miles (Chair) Co-Founder and Managing Principal of Manchester Story Group | 68 | 2015 | Yes | — | | | | John M. Murabito Former Executive Vice President and Chief Administrative Officer of Cigna Corporation | 66 | 2017 | Yes | — | • | Human Resources* | | | | | | | • | Nominating and Governance | | Michael E. Pack Executive Vice President and President, Vocational of Oshkosh Corporation | 50 | 2025 | Yes | — | • | Audit | | | | | | | • | Technology and Innovation |

  4. Director Nominees and Continuing Directors

    | * Committee Chair |

  5. Director Nominees and Continuing Directors

    | | Proxy Statement for 2025 Annual Meeting 6 |

  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 help make the outdoor recreation industry more inclusive, sustainable and giving – elevating every moment outdoors for everyone. 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 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 Leveraged our Leadership Speaker Series to enhance understanding of how inclusion is part of our Leadership Expectations | Champion of Women Supported women’s leadership by engaging in the Women MAKE Mentorship program and supporting industry partnerships like the RV Women’s Alliance | Employee Experience Grew membership in our Employee Resource Groups - Women’s Inclusion Network, Veterans Network, and Mosaic - by 38% | Zero-Harm Safety In our ongoing commitment to putting people first, we embraced the annual theme “Safety: From Design to Delivery” 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 Completing projects to reduce landfilled waste through reduction and recycling projects | | Goal: Reduce absolute greenhouse gas (GHG) emissions by at least 50% by 2030 Scored a “B” on our latest submission to CDP | | Goal: Build a Lifecycle Assessment process to address upstream and downstream environmental impacts for our product lines by 2030 Updating our product sustainable attributes and developing a project management model to incorporate sustainable design | | Goal: Reduce freshwater use by 30% by 2030 Managing our water usage through a combination of training on water stewardship and leak detection preventative maintenance | |

  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

    | | | | | In Fiscal 2025, Winnebago Industries, its employees, and the Winnebago Industries Foundation gave $3.9 million in total community support (grants, charitable donations, in-kind contributions, employee giving, and volunteer hours) | In Fiscal 2025, total community support includes $750,000 raised by employees, including Winnebago Foundation matching gifts, for 360 community partners | In Fiscal 2025, 13,600 volunteer hours logged by 450 employees |

  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 2025 Annual Meeting 7 |

  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. Mr. Michael E. Pack was elected as a Class II director on January 8, 2025, at which time the size of the Board was increased to ten. The Board accepted Ms. Jacqueline D. Woods’ resignation on August 4, 2025, at which time the size of the Board was reduced to nine. 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. Kevin E. Bryant, Mr. John M. Murabito, and Mr. Michael E. Pack for election to serve as Class II directors for three-year terms expiring at the annual meeting of shareholders following Fiscal 2028.

  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 2025 Annual Meeting 17 |

  20. Director Nominees — Class II (Term Ending 2028)

    Director Nominees — Class II (Term Ending 2028)

  21. Director Nominees — Class II (Term Ending 2028)

    | Kevin E. Bryant Age 50 Director since 2021 Committees: Audit (Chair) Technology and Innovation | Skills and Qualifications: | | | | | | • | Financial Expert | • | Strategic Transformation | | | • | Operations Optimization | | | | | Kevin E. Bryant is Executive Vice President of Stakeholder Affairs and Chief Strategy Officer of Southwest Power Pool (SPP), a regional transmission organization, a position he has held since April 2025. In this role, Mr. Bryant oversees the development and execution of SPP’s corporate strategy, leads the administration of SPP’s independent and inclusive stakeholder process and directs the management of the organization’s relationships and communications with internal and external stakeholders. Before joining SPP, Mr. Bryant has held several positions that have drawn on his strategic insight and finance/marketing experience. Prior to his current position, Mr. Bryant served as Executive Vice President and Chief Operating Officer of Evergy, Inc. after holding several roles at Evergy. Before joining Evergy, Mr. Bryant held roles at THQ, Inc., UBS and Hallmark Cards, Inc. Mr. Bryant also serves on the boards of directors of Ralliant Corporation and Children’s Mercy Kansas City. Mr. Bryant brings financial, operational, business development and energy platform expertise to the Company. | | | |

  22. Director Nominees — Class II (Term Ending 2028)

    | John M. Murabito Age 66 Director since 2017 Committees: Human Resources (Chair) Nominating and Governance | Skills and Qualifications: | | | | | | • | Global Experience | • | Strategic Transformation | | | • | Human Capital Management/Compensation | | | | | 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, 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 to the Board on human capital, executive compensation, leadership development and succession planning. | | | |

  23. Director Nominees — Class II (Term Ending 2028)

    | | Proxy Statement for 2025 Annual Meeting 18 |

  24. Director Nominees — Class II (Term Ending 2028)

    | Michael E. Pack Age 50 Director since 2025 Committees: Audit Technology and Innovation | Skills and Qualifications: | | | | | | • | Financial Expert | • | Global Experience | | | • | Mobility Ecosystem | | | | | Michael E. Pack is Executive Vice President and President, Vocational of Oshkosh Corporation (Oshkosh), a global industrial technology company focused on innovating purpose-built vehicles and equipment, a position he has held since June 2024. In this role, he is responsible for leading all aspects of the Vocational segment, which includes Pierce fire trucks, McNeilus refuse and recycling vehicles, and Oshkosh AeroTech airport ground support equipment and jet bridges. Mr. Pack has been with Oshkosh since 2006. During his tenure, he has served as Executive Vice President and Chief Financial Officer and held various domestic and international assignments of increasing responsibility across Oshkosh. Prior to joining Oshkosh, he was a senior audit manager at Grant Thornton LLP. He is a certified public accountant. Mr. Pack brings financial expertise, strong executive leadership and experience, and manufacturing and industry expertise to the Board. | | | |

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

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

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

    | Sara E. Armbruster Age 54 Director since 2019 Committees: Human Resources Nominating and Governance (Chair) | 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. In August 2025, Steelcase announced that it entered into an agreement pursuant to which HNI Corporation will acquire Steelcase, subject to required approvals and customary closing conditions. 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. | | | |

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

    | | Proxy Statement for 2025 Annual Meeting 19 |

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

    | William C. Fisher Age 71 Director since 2015 Committees: Audit Technology and Innovation | 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 later joined Autocon Industries, where he developed process control software. Mr. Fisher brings substantial experience with information technology and cybersecurity issues to our Board, and 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. Additionally, his familiarity with highly discretionary consumer products is a key asset as we focus on improved service and operational efficiency. | | | |

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

    | Michael J. Happe Age 54 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 acquisitions of 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. | | | |

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

    | | Proxy Statement for 2025 Annual Meeting 20 |

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

    | Staci L. Kroon Age 52 Director since 2023 Committees: Human Resources Technology and Innovation (Chair) | Skills and Qualifications: | | | | | | • | Public/Private Company CEO | • | Mobility Ecosystem | | | • | Operations Optimization | • | Technology Leader/Data & Analytics | | | Staci L. Kroon is President and Chief Executive Officer of TouchPoint, Inc. a global industrial company, a position she has held since 2025. Before joining TouchPoint, Ms. Kroon was President and Chief Executive Officer of BraunAbility, a position she held from 2017 to 2024. Before joining BraunAbility, Ms. Kroon spent 20 years at Eaton, 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. | | | |

  32. Directors Continuing in Office — Class I (Term Ending 2027)

    Directors Continuing in Office — Class I (Term Ending 2027)

  33. Directors Continuing in Office — Class I (Term Ending 2027)

    | Christopher J. Braun Age 65 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. | | | |

  34. Directors Continuing in Office — Class I (Term Ending 2027)

    | | Proxy Statement for 2025 Annual Meeting 21 |

  35. Directors Continuing in Office — Class I (Term Ending 2027)

    | David W. Miles Age 68 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 member 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. | | | |

  36. Directors Continuing in Office — Class I (Term Ending 2027)

    | | Proxy Statement for 2025 Annual Meeting 22 |

  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, maintaining the current director compensation program for Fiscal 2026. 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 2025 | | 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 | | $150,000 | | • 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

    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.

  40. Director Compensation

    | | Proxy Statement for 2025 Annual Meeting 23 |

  41. Director Compensation Table

    Director Compensation Table The following table sets forth the total compensation paid to each non-employee director for Fiscal 2025:

  42. Director Compensation Table

    | Director | Fees Earned or Paid in Cash(1)(2) ($) | Stock Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | | Sara E. Armbruster | 100,574 | 150,000 | — | 250,574 | | Christopher J. Braun | 90,000 | 150,000 | — | 240,000 | | Kevin E. Bryant | 107,841 | 150,000 | — | 257,841 | | William C. Fisher | 94,488 | 150,000 | — | 244,488 | | Staci L. Kroon | 100,574 | 150,000 | — | 250,574 | | David W. Miles | 240,000 | 150,000 | — | 390,000 | | Richard D. Moss(5) | 27,501 | 150,000 | — | 177,501 | | John M. Murabito | 105,000 | 150,000 | — | 255,000 | | Michael E. Pack | 58,308 | 96,698 | — | 155,006 | | Jacqueline D. Woods(6) | 90,000 | 150,000 | — | 240,000 |

  43. 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. |

  44. Director Compensation Table

    | (2) During Fiscal 2025, the Board Chair received an additional $150,000 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. |

  45. Director Compensation Table

    | (3) These awards are valued at $58.87 per share, the closing stock price on October 15, 2024, the date of the restricted stock unit grant, except for Mr. Pack’s award, which is valued at $48.47, the closing stock price on January 8, 2025, the date of his restricted stock unit grant. |

  46. Director Compensation Table

    | (4) None of the directors received perquisites and other personal benefits in an aggregate amount of $10,000 or more. |

  47. Director Compensation Table

    | (5) Mr. Moss retired from the Board at the 2024 annual meeting of shareholders. |

  48. Director Compensation Table

    | (6) In connection with Ms. Woods’ resignation from the Board effective August 4, 2025, the Board accelerated the vesting of Ms. Woods’ restricted stock unit effective as of her resignation. |

  49. Director Compensation Table

    | | Proxy Statement for 2025 Annual Meeting 24 |

  50. Executive Compensation Philosophy and Program Objectives

    | ⯀ | Provide fair and competitive compensation |

  51. Executive Compensation Philosophy and Program Objectives

    | Fiscal 2025 Performance Results | | The Company’s financial results tied to annual incentive compensation measures for Fiscal 2025 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) | ✔ | | $2,798,170 | N/A | | Operating Income ($ in thousands) | ✔ | | $57,185 | N/A | | Net Working Capital | ✔ | | 20.7% | N/A | | Average Return on Invested Capital (Incentive ROIC)(4) | | ✔ | N/A | 3.5% | | Incentive Earnings Per Share (Incentive EPS)(4) | | ✔ | N/A | $1.66 |

  53. Executive Compensation Philosophy and Program Objectives

    | (2) The performance metrics for the 2023-2025 performance share unit awards consisted of 50% Incentive ROIC and 50% Incentive EPS. |

  54. Executive Compensation Philosophy and Program Objectives

    | (3) Relates to the Fiscal 2023-2025 performance period of the 2023-2025 LTIP plan. The full details of the plan and performance are outlined in the “Payout of the Fiscal 2023-2025 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 2023-2025 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 amortization, and (ii) the tax impact of the aforementioned adjustment, as applicable. The Incentive EPS metric was adjusted from diluted EPS to exclude the following: (i) pretax amortization, (ii) pretax impact of the loss incurred on the partial repurchase of our Senior Secured Notes, (iii) pretax restructuring and related costs, (iv) pretax asset impairment, and (v) the tax impact of the aforementioned adjustments, as applicable. The estimated tax rate used for Incentive EPS and Adjusted EPS are calculated at different times, which accounted for the $0.01 per share difference for Fiscal 2025. |

  56. Impact of Performance on Fiscal 2025 Compensation

    | Performance Objective | | Link to 2025 Compensation | | Financial | ⯀ | For Messrs. Happe and Hughes, and Ms. Bogart, 70% of the 2025 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. Tubman, 70% of the 2025 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 30% 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 2023-2025 LTIP awards was tied 50% to our Incentive ROIC and 50% to our Incentive EPS. | | | ⯀ | For Fiscal 2025, the committee awarded an additional grant of performance share units tied to Fiscal 2025 Adjusted EPS objectives. | | Total Shareholder Returns | ⯀ | With the exception of Mr. Clark, 52% of our NEOs’ target compensation on average was delivered in the form of Company equity awards (75% in the case of our CEO). | | | ⯀ | 15% of the annual equity grants made in Fiscal 2025 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 2025 Compensation

    | | Element | Mechanics | Rationale | | Paid in Cash | Salary | Weekly payments Values correspond to experience and job scope | Provides competitive fixed pay to attract employees | | | Officers Incentive Compensation Plan (OICP) | Annual payout tied to performance against pre-determined metrics and goals across a one-year performance period (30%) and each of the first and last six months of Fiscal 2025 (30% and 40%, respectively) For Fiscal 2025, the metrics included: • 70% financial objectives (enterprise level for Messrs. Happe and Hughes and Ms. Bogart, and business level for Mr. Tubman) ○ 40% Net Revenue ○ 50% Operating Income ○ 10% Net Working Capital • 30% Individual Objectives | Incentivizes achievement of key annual objectives at an enterprise-wide or individual business unit level, driving progress towards achievement of long-term initiatives | | Paid in Equity | Performance Share Units / Long-Term Incentive Program (LTIP) – Annual | 50% of all annual equity awards For the Fiscal 2025-2027 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 | | | Performance Share Units – Fiscal 2025 Only | For Fiscal 2025, performance share units were granted with payouts tied to performance against a pre-determined Adjusted EPS goal for 2025, which were not earned | Performance-based program to incentivize an Adjusted EPS goal and further encourage executive retention |

  58. 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 2024, the committee approved annual incentive performance objectives for Fiscal 2025 based upon the business plan for the year. In October 2024, the committee granted long-term incentive awards to our executive officers, including annual LTIP performance share units, stock options, and restricted stock units, and also approved the grant of performance share units specific to Fiscal 2025 Adjusted EPS goals. After the completion of Fiscal 2025, the committee (i) approved the 2025 annual incentives for our NEOs based on achievement of the performance objectives established at the beginning of the year, (ii) certified achievement of performance objectives with respect to the LTIP performance share unit awards granted to then-current executives in Fiscal 2023 that had a performance period running from Fiscal 2023-2025, and (iii) determined that the Adjusted EPS goal for the Fiscal 2025 performance share units had not been achieved.

  59. 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 2025. 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:

  60. 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 2025 payouts |

  61. 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 |

  62. Role of the Compensation Consultant

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

  63. 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 |

  64. Role of the Compensation Consultant

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

  65. Role of the Compensation Consultant

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

  66. Role of the Compensation Consultant

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

  67. 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 |

  68. Role of the Compensation Consultant

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

  69. Role of the Compensation Consultant

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

  70. 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.

  71. Role of the Compensation Consultant

    | | Proxy Statement for 2025 Annual Meeting 32 |

  72. 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 |

  73. Role of Management

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

  74. Market Competitiveness Review

    | Compensation Peers | | | 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) | | LCI Industries – LCII (NYSE) | |

  75. Market Competitiveness Review

    In addition to the market comparison data based on the compensation peers listed above, to better understand the competitive talent market, the committee also reviewed compensation practices and levels at Thor Industries and Malibu Boats, two companies that operate in similar markets, but whose sizes are not sufficiently similar to be used for market comparisons. 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.

  76. Base Salary

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

  77. 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. Seventy percent (70%) of the participants’ annual incentive compensation earned for a given fiscal year is calculated under the OICP in direct proportion to our financial performance expressed as a percentage (financial factor) against compensation targets for each participant as determined by the committee. Thirty percent (30%) of the participants’ annual incentive compensation is earned to the extent we meet or exceed individual performance goals. Each NEO, except for Mr. Clark, is eligible for a target award, denominated as a percentage of Fiscal 2025 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.

  78. Fiscal 2025 OICP

    In October of 2025, the committee (i) evaluated performance against the established OICP financial performance metrics and determined that the Net Revenue performance met the threshold metric for each of the three performance periods; 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 metric for the second six-month period or the full 12-month period, resulting in a 37.6% payout for Messrs. Happe and Hughes, and Ms. Bogart, based on enterprise-wide performance and a 174.9% payout for Mr. Tubman based on his applicable business unit performance and (ii) assessed the performance of each of the NEOs against his individual objectives to determine the OICP payout achieved by him as set forth below. The tables below reflect the Fiscal 2025 OICP financial metric payout thresholds and targets for each period as well as our performance against these metrics ($ in millions): Enterprise-Wide Financial Performance Metrics for the Full 12-Month Fiscal Year Period

  79. Fiscal 2025 OICP

    | Metric | Weight | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Fiscal 2025 Performance | Actual Payout % (Weighted) | | Net Revenue | 40.0% | $2,212.5 | $3,002.7 – $3,318.7 | $3,476.8 | $2,798.2 | 34.8% | | Operating Income | 50.0% | $104.1 | $164.8 – $182.2 | $208.2 | $57.2 | 0.0% | | Net Working Capital | 10.0% | 19.9% | 17.4% – 15.8% | 13.3% | 20.7% | 0.0% | | Total Payout Percentage | | | | | | 34.8% | | 30% of Total Percentage | | | | | | 10.4% |

  80. Fiscal 2025 OICP

    | Metric | Weight | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Fiscal 2025 Performance | Actual Payout % (Weighted) | | Net Revenue | 40.0% | $949.0 | $1,287.9 – $1,423.5 | $1,491.3 | $1,245.8 | 37.5% | | Operating Income | 50.0% | $20.3 | $32.2 – $35.6 | $40.7 | $6.9 | 0.0% | | Net Working Capital | 10.0% | 22.7% | 19.8% – 18.0% | 15.1% | 20.3% | 9.2% | | Total Payout Percentage | | | | | | 46.7% | | 30% of Total Percentage | | | | | | 14.0% |

  81. Fiscal 2025 OICP

    | Metric | Weight | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Fiscal 2025 Performance | Actual Payout % (Weighted) | | Net Revenue | 40.0% | $1,263.5 | $1,714.7 – $1,895.2 | $1,985.5 | $1,552.3 | 32.8% | | Operating Income | 50.0% | $83.8 | $132.6 – $146.6 | $167.5 | $50.3 | 0.0% | | Net Working Capital | 10.0% | 19.2% | 16.8% – 15.2% | 12.8% | 21.5% | 0.0% | | Total Payout Percentage | | | | | | 32.8% | | 40% of Total Percentage | | | | | | 13.1% |

  82. Fiscal 2025 OICP

    | | Actual Total Financial Payout % (Weighted) | | Total Fiscal Year Financial Performance Metrics Payout Percentage | 37.6% |

  83. Fiscal 2025 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. |

  84. Fiscal 2025 OICP

    | | | Fiscal 2025 Target OICP | | Fiscal 2025 Actual OICP | | | Name | Fiscal 2025 Eligible Earnings | % of Salary | Target Award | % of Target | Payout | | Michael J. Happe | $1,150,000 | N/A(1) | $1,250,000 | 56.3% | $704,000 | | Bryan L. Hughes | $625,000 | 100% | $625,000 | 65.3% | $408,250 | | Casey J. Tubman | $560,000 | 95% | $532,000 | 159.9% | $850,828 | | Stacy L. Bogart | $555,000 | 85% | $471,750 | 63.8% | $301,071 |

  85. Fiscal 2025 Equity Awards

    Fiscal 2025 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 2025, we awarded long-term incentives under our 2019 Plan in the form of annual LTIP performance share units, restricted stock units and stock options as well as certain performance share units specific to Fiscal 2025. Mr. Clark does not receive equity awards under the long-term incentive program because he participates in the Grand Design MIP in lieu of other incentive compensation.

  86. 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 share units that settle, when and to the extent earned and vested, in 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 2025-2027 LTIP performance share units, the committee selected the following Company performance metrics:

  87. LTIP / Performance Share Units

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

  88. LTIP / Performance Share Units

    | | Proxy Statement for 2025 Annual Meeting 37 |

  89. 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 2025-2027 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 2026 for Period 2 and established at the start of fiscal year 2027 for Period 3. The measurement periods and associated plan weighting are indicated below:

  90. LTIP / Performance Share Units

    | Measurement Period | Weight | | Period 1: Fiscal 2025 (financial performance measured against established Fiscal 2025 financial plan) | 25% | | Period 2: Fiscal 2026 (financial performance measured against established Fiscal 2026 financial plan) | 25% | | Period 3: Fiscal 2027 (financial performance measured against established Fiscal 2027 financial plan) | 25% | | Period 4: Fiscal 2025-2027 (financial performance measured against established financial plan for Fiscal 2025-2027 period) | 25% |

  91. 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 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 share units that may be earned range from 0% to 200% of the target share amount.

  92. Fiscal 2025 Performance Share Units

    Fiscal 2025 Performance Share Units In Fiscal 2025, NEOs were granted performance share units to promote and reward executives for the achievement of Fiscal 2025 Adjusted EPS goals, with any performance share units earned vesting over a two-year period. The 2025 Adjusted EPS goal was not achieved and therefore no performance share units were earned.

  93. Restricted Stock Units

    Restricted Stock Units In Fiscal 2025, NEOs were granted restricted stock units that vest in three equal annual installments, beginning on the first anniversary of the grant date. In Fiscal 2025, 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.

  94. Restricted Stock Units

    | | Proxy Statement for 2025 Annual Meeting 38 |

  95. Fiscal 2025 Awards

    Fiscal 2025 Awards The target value of the annual equity incentive awards granted to the NEOs in Fiscal 2025 was as set forth below. In addition to the annual awards, all NEOs, other than Mr. Clark, received performance share units tied to achievement of Fiscal 2025 Adjusted EPS goals, which are not included because they were specific to Fiscal 2025. These specific Fiscal 2025 performance share units were not earned.

  96. Fiscal 2025 Awards

    | | Annual Awards | | | | | | | Name | LTIP / Performance Shares (50%)(1) | Restricted Stock Units (35%) | Stock Options (15%) | Fiscal 2025 | Fiscal 2024 | % Increase/ Decrease(2) | | Michael J. Happe | $3,049,996 | $2,134,979 | $915,006 | $6,099,981 | $5,549,953 | 9.9% | | Bryan L. Hughes | $625,023 | $437,522 | $187,511 | $1,250,056 | $1,079,985 | 15.7% | | Donald J. Clark | N/A | N/A | N/A | N/A | N/A | N/A | | Casey J. Tubman | $335,971 | $235,186 | $100,791 | $671,948 | $588,465 | 14.2% | | Stacy L. Bogart | $430,104 | $301,061 | $129,029 | $860,194 | $799,501 | 7.6% |

  97. Fiscal 2025 Awards

    | (1) To perform this calculation, we assumed that the annual LTIP/performance share unit awards for Fiscal 2025 and Fiscal 2024 were earned at target. This value does not include the performance share units granted specific to Fiscal 2025 Adjusted EPS goals that were not earned. |

  98. Fiscal 2025 Awards

    | (2) The committee approved the increase in the target value of equity incentives awards granted to these NEOs in Fiscal 2025 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. |

  99. Certification of Results for the Fiscal 2023-2025 LTIP Cycle

    Certification of Results for the Fiscal 2023-2025 LTIP Cycle For the Fiscal 2023-2025 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 2023; (ii) Period 2: Fiscal 2023-2024 growth (financial performance measured against established 2023-2024 financial growth rates which contribute to the overall Fiscal 2023-2024 financial plan); (iii) Period 3: Fiscal 2024-2025 growth (financial performance measured against established 2024-2025 financial growth rates which contribute to the overall Fiscal 2024-2025 financial plan); and (iv) Period 4: Fiscal 2023-2025 (financial performance measured against established Fiscal 2025 plan). The award payouts 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. The payout scale provided for a minimum award of 0% of the shares granted and a maximum award of 200% of the shares granted. Subsequent to Fiscal 2025, the committee determined that the metrics for the Fiscal 2023-2025 LTIP performance period were not satisfied and therefore no performance share units were earned. The table below reflects our performance against the original metrics:

  100. Certification of Results for the Fiscal 2023-2025 LTIP Cycle

    | Performance Period | Weight | Metric | Weight | Threshold (25% Payout) | Target (100% Payout) | Maximum (200% Payout) | Performance | Actual Payout % | | Period 1(1) (Fiscal 2023) | 25% | Incentive ROIC | 50.0% | 15.1% | 18.0% - 19.8% | 21.7% | 13.4% | 0.0% | | | | Incentive EPS | 50.0% | $9.10 | $10.81 - $11.95 | $13.09 | $7.67 | 0.0% | | | | Payout Percentage | | | | | | 0.0% | | | | Weighted Payout Percentage | | | | | | 0.0% | | Period 2(2) (Fiscal 2024) | 25% | Incentive ROIC | 50.0% | 10.6% | 12.5% - 13.9% | 15.2% | 4.7% | 0.0% | | | | Incentive EPS | 50.0% | $8.61 | $8.79 - $8.91 | $9.03 | $3.38 | 0.0% | | | | Payout Percentage | | | | | | 0.0% | | | | Weighted Payout Percentage | | | | | | 0.0% | | Period 3(3) (Fiscal 2025) | 25% | Incentive ROIC | 50.0% | 5.0% | 5.9% - 6.5% | 7.1% | 3.5% | 0.0% | | | | Incentive EPS | 50.0% | $3.31 | $3.93 - $4.35 | $4.76 | $1.66 | 0.0% | | | | Payout Percentage | | | | | | 0.0% | | | | Weighted Payout Percentage | | | | | | 0.0% | | Period 4(4) (Fiscal 2023-2025) | 25% | Incentive ROIC | 50.0% | 16.2% | 19.2% - 21.2% | 23.2% | 3.5% | 0.0% | | | | Incentive EPS | 50.0% | $12.87 | $15.29 - $16.89 | $18.50 | $1.66 | 0.0% | | | | Payout Percentage | | | | | | 0.0% | | | | Weighted Payout Percentage | | | | | | 0.0% | | | | Total Payout Percentage | | | | | | 0.0% |

  101. Certification of Results for the Fiscal 2023-2025 LTIP Cycle

    | (1) The Incentive ROIC metric was adjusted to exclude the following: (i) the pretax acquisition-related costs associated with the acquisition of Lithionics, (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) the pretax acquisition-related costs associated with the acquisition of Lithionics, (ii) pretax amortization, (iii) pretax earnout valuation adjustments related to the Barletta acquisition, (iv) pretax litigation reserves, (v) the dilution of convertible notes which is economically offset by a call spread overlay that was put in place upon issuance; beginning in Fiscal 2024 with the adoption of ASU 2020-06, the convertible notes are assumed to be converted into common stock at the beginning of the reporting period, and (vi) the tax impact of the aforementioned adjustments, as applicable. |

  102. Certification of Results for the Fiscal 2023-2025 LTIP Cycle

    | (2) The Incentive ROIC metric was adjusted to exclude the following: (i) the pretax acquisition-related costs associated with the acquisition of Lithionics, (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) the pretax acquisition-related costs associated with the acquisition of Lithionics, (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 the 2025 convertible notes, (vi) impact of the goodwill impairment of the Chris-Craft reporting unit and (vii) the tax impact of the aforementioned adjustments, as applicable. |

  103. Certification of Results for the Fiscal 2023-2025 LTIP Cycle

    | (3) The Incentive ROIC metric was adjusted to exclude the following: (i) pretax amortization, and (ii) the tax impact of the aforementioned adjustment, as applicable. The Incentive EPS metric was adjusted from diluted EPS to exclude the following: (i) pretax amortization, (ii) pretax |

  104. Certification of Results for the Fiscal 2023-2025 LTIP Cycle

    | | Proxy Statement for 2025 Annual Meeting 40 |

  105. Certification of Results for the Fiscal 2023-2025 LTIP Cycle

    impact of the loss incurred on the partial repurchase of our Senior Secured Notes, (iii) pretax restructuring and related costs, (iv) pretax asset impairment, and (v) the tax impact of the aforementioned adjustments, as applicable. The estimated tax rate used for Incentive EPS and Adjusted EPS are calculated at different times, which accounted for the $0.01 per share difference for Fiscal 2025.

  106. Certification of Results for the Fiscal 2023-2025 LTIP Cycle

    | (4) The Incentive ROIC metric was adjusted to exclude the following: (i) pretax amortization, and (ii) the tax impact of the aforementioned adjustment, as applicable. The Incentive EPS metric was adjusted from diluted EPS to exclude the following: (i) pretax amortization, (ii) pretax impact of the loss incurred on the partial repurchase of our Senior Secured Notes, (iii) pretax restructuring and related costs, (iv) pretax asset impairment, and (v) the tax impact of the aforementioned adjustments, as applicable. The estimated tax rate used for Incentive EPS and Adjusted EPS are calculated at different times, which accounted for the $0.01 per share difference for Fiscal 2025. |

  107. Winnebago Motorhome Profitability Improvement Plan

    Winnebago Motorhome Profitability Improvement Plan Subsequent to the end of Fiscal 2025, on October 20, 2025, the committee approved the Winnebago Motorhome Profitability Improvement Bonus Plan for key members of our Winnebago Motorhome leadership team, including Casey J. Tubman, Group President – Newmar and Winnebago Motorized. The plan is designed to promote the growth and profitability of our Winnebago Motorhome business. The plan provides an opportunity for the participant to earn some or all of a certain bonus amount ($0.9 million in the case of Mr. Tubman), with one-third of the amount earned upon achievement of each of three operating margin improvement goals for our Winnebago Motorhome business, each to be achieved over a trailing twelve-month period, by the end of Fiscal 2028. Amounts earned under the plan will be paid one-half in cash and one-half in restricted stock units that vest after one year. The restricted stock units will have terms consistent with our customary form of restricted stock unit award, provided that the restricted stock units will also vest in the event the participant’s employment is involuntarily terminated without cause.

  108. 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.

  109. 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 2025 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.

  110. Employment, Severance and Change in Control Arrangements

    Employment, Severance and Change in Control Arrangements

  111. 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. 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.

  112. 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 a voluntary termination of employment by the executive for good reason) within two years of a change of control, such executive will receive severance pay 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.

  113. Summary Compensation Table

    Summary Compensation Table The tables below contain compensation information for each of our NEOs for Fiscal 2025, 2024, and 2023.

  114. 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 and Chief Executive Officer | 2025 | 1,150,000 | — | 6,185,000 | 915,006 | 704,000 | — | 45,892 | 8,999,898 | | | 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 | | Bryan L. Hughes Senior Vice President – Chief Financial Officer, Investor Relations, Information Technology and Business Development | 2025 | 625,000 | — | 1,437,547 | 187,511 | 408,250 | — | 42,824 | 2,701,132 | | | 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 | | Donald J. Clark(5) Group President – Towable RV Segment; President – Grand Design RV | 2025 | 676,923 | — | — | — | 4,090,474 | — | 14,475 | 4,781,872 | | | 2024 | 509,616 | — | — | — | 4,732,606 | — | 14,354 | 5,256,576 | | | 2023 | 400,000 | — | — | — | 6,099,325(6) | — | 21,624 | 6,520,949 | | Casey J. Tubman Group President – Newmar and Winnebago Motorized | 2025 | 560,000 | — | 839,957 | 100,791 | 850,828 | — | 41,283 | 2,392,859 | | | 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 | | Stacy L. Bogart Senior Vice President – Chief Legal Officer, Corporate Secretary and Corporate Responsibility | 2025 | 555,000 | — | 989,251 | 129,029 | 301,071 | — | 41,772 | 2,016,123 | | | 2024 | 543,250 | — | 679,573 | 119,928 | 188,745 | — | 40,624 | 1,572,120 | | | 2023 | 512,000 | — | 652,775 | 115,199 | 193,024 | — | 53,855 | 1,526,853 |

  115. Summary Compensation Table

    | | Proxy Statement for 2025 Annual Meeting 46 |

  116. Summary Compensation Table

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

  117. Summary Compensation Table

    | Name | Fiscal Year | Non-Performance- Based Restricted Stock Grant(a) ($) | LTIP / Performance Share Units(b) ($) | Fiscal 2025 Performance Share Units(c) ($) | Total Stock Awards ($) | | Michael J. Happe | 2025 | 2,134,979 | 3,049,996 | 1,000,025 | 6,185,000 | | | 2024 | 1,942,484 | 2,774,977 | — | 4,717,461 | | | 2023 | 1,750,008 | 2,499,987 | — | 4,249,995 | | Bryan L. Hughes | 2025 | 437,522 | 625,023 | 375,002 | 1,437,547 | | | 2024 | 378,017 | 539,973 | — | 917,990 | | | 2023 | 352,189 | 503,127 | — | 855,316 | | Donald J. Clark | 2025 | — | — | — | — | | | 2024 | — | — | — | — | | | 2023 | — | — | — | — | | Casey J. Tubman | 2025 | 235,186 | 335,971 | 268,800 | 839,957 | | | 2024 | 205,967 | 294,222 | — | 500,189 | | | 2023 | 175,001 | 249,993 | — | 424,994 | | Stacy L. Bogart | 2025 | 301,061 | 430,104 | 258,086 | 989,251 | | | 2024 | 279,845 | 399,728 | — | 679,573 | | | 2023 | 268,783 | 383,992 | — | 652,775 |

  118. 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. |

  119. 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 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 2025-2027 LTIP awards would have been: $6,099,992 for Mr. Happe; $1,250,046 for Mr. Hughes; $671,942 for Mr. Tubman; and $860,208 for Ms. Bogart. 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 2025 Form 10-K. |

  120. Summary Compensation Table

    | (c) These amounts represent the grant date fair value computed in accordance with ASC 718 of the Fiscal 2025 performance share unit awards specific to Fiscal 2025 Adjusted EPS goals, which awards were not earned. These amounts 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 2025 performance share units would have been: $2,000,050 for Mr. Happe; $750,004 for Mr. Hughes; $537,600 for Mr. Tubman; and $516,172 for Ms. Bogart. 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 2025 Form 10-K. |

  121. 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 2025 Form 10-K. |

  122. Summary Compensation Table

    | (3) These amounts represent actual annual incentive plan award payouts made in cash to NEOs under the Fiscal 2025, 2024, and 2023 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. |

  123. Summary Compensation Table

    | (4) Amounts reported in this column for Fiscal 2025 include the following: |

  124. Summary Compensation Table

    | Name | Tax and Financial Planning ($) | Car Allowance ($) | Life Insurance Premiums STD & LTD ($) | Other ($) | 401(K) Match ($) | Total All Other Compensation ($) | | Michael J. Happe | 7,800 | 18,000 | 707 | — | 14,000 | 45,892(a) | | Bryan L. Hughes | 7,800 | 18,000 | 707 | — | 14,000 | 42,824(a) | | Donald J. Clark | — | — | 475 | — | 14,000 | 14,475 | | Casey J. Tubman | 7,800 | 18,000 | 1,483 | — | 14,000 | 41,283 | | Stacy L. Bogart | 7,800 | 18,000 | 707 | — | 14,000 | 41,772(a) |

  125. Summary Compensation Table

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

  126. 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 2025 and 2024 and 85% in cash and 15% in restricted stock units for Fiscal 2023. Both the cash and restricted stock units are reported under the Non-Equity Incentive Plan Compensation column. |

  127. 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. |

  128. Summary Compensation Table

    | | Proxy Statement for 2025 Annual Meeting 47 |

  129. 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 2025. All equity awards were granted under the 2019 Plan.

  130. 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 | 10/15/24 | | | | | | | | 38,755 | 58.87 | 915,006 | | | RSU Award | 10/15/24 | | | | | | | 36,266 | | | 2,134,979 | | | 2025 OICP | | 625,000 | 1,250,000 | 2,500,000 | | | | | | | | | | 2025-2027 LTIP | 10/15/24 | | | | 25,905 | 51,809 | 103,618 | | | | 3,049,996 | | | 2025 PSUs | 10/15/24 | | | | 8,494 | 16,987 | 33,974 | | | | 1,000,025 | | Bryan L. Hughes | Stock Options | 10/15/24 | | | | | | | | 7,942 | 58.87 | 187,511 | | | RSU Award | 10/15/24 | | | | | | | 7,432 | | | 437,522 | | | 2025 OICP | | 312,500 | 625,000 | 1,250,000 | | | | | | | | | | 2025-2027 LTIP | 10/15/24 | | | | 5,309 | 10,617 | 21,234 | | | | 625,023 | | | 2025 PSUs | 10/15/24 | | | | 3,185 | 6,370 | 12,740 | | | | 375,002 | | Donald J. Clark(6) | | | | | | | | | | | | | | Casey J. Tubman | Stock Options | 10/15/24 | | | | | | | | 4,269 | 58.87 | 100,791 | | | RSU Award | 10/15/24 | | | | | | | 3,995 | | | 235,186 | | | 2025 OICP | | 266,000 | 532,000 | 1,064,000 | | | | | | | | | | 2025-2027 LTIP | 10/15/24 | | | | 2,854 | 5,707 | 11,414 | | | | 335,971 | | | 2025 PSUs | 10/15/24 | | | | 2,283 | 4,566 | 9,132 | | | | 268,800 | | Stacy L. Bogart | Stock Options | 10/15/24 | | | | | | | | 5,465 | 58.87 | 129,029 | | | RSU Award | 10/15/24 | | | | | | | 5,114 | | | 301,061 | | | 2025 OICP | | 235,875 | 471,750 | 943,500 | | | | | | | | | | 2025-2027 LTIP | 10/15/24 | | | | 3,653 | 7,306 | 14,612 | | | | 430,104 | | | 2025 PSUs | 10/15/24 | | | | 2,192 | 4,384 | 8,768 | | | | 258,086 |

  131. Grants of Plan-Based Awards Table

    | (1) Fiscal 2025 OICP targets annual performance against goals approved by the committee. Awards under the Fiscal 2025 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 2025 under the Fiscal 2025 OICP. |

  132. Grants of Plan-Based Awards Table

    | (2) Fiscal 2025-2027 LTIP refers to our performance share units. For each of the NEOs except for Mr. Clark, the threshold, target and maximum amounts under the Fiscal 2025-2027 LTIP represent potential performance share amounts that are measured over a three-year performance period from September 1, 2024 through August 28, 2027. |

  133. 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. |

  134. Grants of Plan-Based Awards Table

    | (4) The grant date fair value per share of the restricted stock was $58.87. The Black-Scholes grant date fair value per option award was $23.61. |

  135. Grants of Plan-Based Awards Table

    | (5) The committee approved the Fiscal 2025 OICP and Fiscal 2025-2027 LTIP performance share units on October 15, 2024, effective as of the beginning of Fiscal 2025. |

  136. 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 2025, Mr. Clark’s annual incentive plan payout under the Grand Design MIP paid out 100% in cash. |

  137. Grants of Plan-Based Awards Table

    | | Proxy Statement for 2025 Annual Meeting 48 |

  138. 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

  139. 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 30, 2025:

  140. 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(16) | 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 ($)(17) | | 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 | | | | | | | 20,669 | —(8) | 75.59 | 10/12/31 | | | | | | | 20,883 | 10,445(9) | 56.09 | 10/11/32 | | | | | | | 11,054 | 22,113(10) | 58.68 | 10/10/33 | | | | | | | — | 38,755(11) | 58.87 | 10/15/34 | | | | | | | | | | | | | 44,571(12) | 1,603,665 | | | | | | | | | 47,290(13) | 1,701,494 | | | | | | | | | 51,809(14) | 1,864,088 | | | | | | | | | 16,987(15) | 611,192 | | | | | | | 10,403(9) | 374,300 | | | | | | | | | 22,070(10) | 794,079 | | | | | | | | | 36,266(11) | 1,304,851 | | | | 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 | | | | | | | 4,060 | —(8) | 75.59 | 10/12/31 | | | | | | | 4,202 | 2,103(9) | 56.09 | 10/11/32 | | | | | | | 2,151 | 4,303(10) | 58.68 | 10/10/33 | | | | | | | — | 7,942(11) | 58.87 | 10/15/34 | | | | | | | | | | | | | 8,970(12) | 322,741 | | | | | | | | | 9,202(13) | 331,088 | | | | | | | | | 10,617(14) | 382,000 | | | | | | | | | 6,370(15) | 229,193 | | | | | | | 2,094(9) | 75,342 | | | | | | | | | 4,295(10) | 154,534 | | | | | | | | | 7,432(11) | 267,403 | | | | Donald J. Clark | | | | | 11,642(9) | 418,879 | | | | | | | | | 10,395(10)(11) | 374,012 | | | | Casey J. Tubman | 2,088 | 1,045(9) | 56.09 | 10/11/32 | | | | | | | 1,172 | 2,345(10) | 58.68 | 10/10/33 | | | | | | | — | 4,269(11) | 58.87 | 10/15/34 | | | | | | | | | | | | | 4,457(12) | 160,363 | | | | | | | | | 5,014(13) | 180,404 | | | | | | | | | 5,707(14) | 205,338 | | | | | | | | | 4,566(15) | 164,285 | | | | | | | 1,041(9) | 37,455 | | | | | | | | | 2,341(10) | 84,229 | | | | | | | | | 3,995(11) | 143,740 | | |

  141. Outstanding Equity Awards at Fiscal Year-End Table

    | | Proxy Statement for 2025 Annual Meeting 50 |

  142. 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(16) | 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 ($)(17) | | Stacy L. Bogart | 9,823 | —(5) | 31.70 | 10/15/28 | | | | | | | 4,091 | —(6) | 47.93 | 12/17/29 | | | | | | | 3,710 | —(7) | 54.49 | 10/13/30 | | | | | | | 3,255 | —(8) | 75.59 | 10/12/31 | | | | | | | 3,207 | 1,605(9) | 56.09 | 10/11/32 | | | | | | | 1,592 | 3,185(10) | 58.68 | 10/10/33 | | | | | | | — | 5,465(11) | 58.87 | 10/15/34 | | | | | | | | | | | | | 6,846(12) | 246,319 | | | | | | | | | 6,812(13) | 245,096 | | | | | | | | | 7,306(14) | 262,870 | | | | | | | | | 4,384(15) | 157,736 | | | | | | | 1,598(9) | 57,496 | | | | | | | | | 3,180(10) | 114,416 | | | | | | | | | 5,114(11) | 184,002 | | |

  143. 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. |

  144. 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. |

  145. 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. |

  146. 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. |

  147. 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. |

  148. 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. |

  149. 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 vested with respect to 33% of the shares on each of the first three anniversaries of the date of grant |

  150. 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 vested with respect to 33% of the shares on each of the first three anniversaries of the date of grant. |

  151. 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. |

  152. 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. |

  153. Outstanding Equity Awards at Fiscal Year-End Table

    | (11) Represents award granted on October 15, 2024 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. |

  154. 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. |

  155. 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. |

  156. Outstanding Equity Awards at Fiscal Year-End Table

    | (14) Represents Fiscal 2025-2027 LTIP at target, under the 2019 Plan for the three-year performance period beginning September 1, 2024 and ending August 28, 2027. |

  157. Outstanding Equity Awards at Fiscal Year-End Table

    | (15) Represents Fiscal 2025 performance share units at target, under the 2019 Plan for the one-year performance period beginning on September 1, 2024 and ending August 30, 2025. |

  158. Outstanding Equity Awards at Fiscal Year-End Table

    | (16) Represents the value of unvested stock based on the closing stock price as of August 29, 2025 of $35.98. |

  159. Outstanding Equity Awards at Fiscal Year-End Table

    | (17) Represents the value of unearned performance share units at target based on the closing stock price as of August 29, 2025 of $35.98. |

  160. Outstanding Equity Awards at Fiscal Year-End Table

    | | Proxy Statement for 2025 Annual Meeting 51 |

  161. 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 2025.

  162. 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 | — | — | 41,722 | 2,418,254 | | Bryan L. Hughes | — | — | 8,468 | 490,896 | | Donald J. Clark | — | — | 21,298 | 1,230,004 | | Casey J. Tubman | — | — | 2,209 | 126,573 | | Stacy L. Bogart | — | — | 6,598 | 382,669 |

  163. Option Exercises and Stock Vested Table

    | (1) Valued at the closing market price of the Company’s common stock of $56.55 (October 10, 2024), $58.14 (October 11, 2024), $58.14 (October 12, 2024), and $58.87 (October 15, 2024) as quoted on the NYSE on the vesting dates. |

  164. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table summarizes non-qualified deferred compensation by NEOs during Fiscal 2025.

  165. 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 | — | — | 101,467 | — | 1,115,728(1) |

  166. 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. |

  167. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  168. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure For Fiscal 2025, 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 30, 2025, that we used to identify our median employee, our employee population including all full-time, part-time and temporary workers, consisted of approximately 5,300 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.

  169. 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 2025. 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. |

  170. 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 31, 2024 and August 30, 2025. |

  171. 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. |

  172. 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. |

  173. CEO Pay Ratio Disclosure

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

  174. CEO Pay Ratio Disclosure

    | Annual Total Compensation of Median Employee | $80,661 | | Annual Total Compensation of PEO (Mr. Happe) | $8,999,898 |

  175. CEO Pay Ratio Disclosure

    Based on this information for Fiscal 2025, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 112 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.

  176. CEO Pay Ratio Disclosure

    | | Proxy Statement for 2025 Annual Meeting 57 |

  177. 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).

  178. 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) ($) | | | | 2025 | 8,999,898 | 1,035,199 | 2,972,997 | 1,975,298 | 67.5 | 93.5 | 25.7 | 1.66 | | 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 |

  179. Pay Versus Performance Disclosure

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

  180. Pay Versus Performance Disclosure

    2025: Messrs. Clark, Hughes and Tubman, and Ms. Bogart 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

  181. 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, the last trading day of Fiscal 2020. |

  182. Pay Versus Performance Disclosure

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

  183. 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 2025 to our performance is Incentive EPS. This is a non-GAAP measure, which is defined above under “Compensation Discussion and Analysis - Fiscal 2025 Equity Awards.” |

  184. 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:

  185. Security Ownership of Certain Beneficial Owners and Management

    | (2) Winnebago Stock Units held under our Directors’ Deferred Plan as of October 21, 2025 (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. |