DEF 14A of Thor Industries Inc, Nov 1, 2023

DEF 14A of Thor Industries Inc

Filed Nov 1, 2023 · FY20230001193125-23-268098

Open on EDGAR

  1. Nominees For Board Of Directors

    Nominees For Board Of Directors Mr. Graves, who became a Director in December of 2010, was named as our Chairman of the Board in August 2019. He was CEO for Motorsport Aftermarket Group, a leading manufacturer, distributor, and on-line retailer of aftermarket products for the powersports industry. He joined this privately-held group in January of 2015 as CEO and retired August of 2018. Previously, Mr. Graves served as the President of Brunswick Boat Group, a division of the Brunswick Corporation, an NYSE company. He was with Brunswick from 2005-2014. Prior to his time with Brunswick, Mr. Graves was President of Dresser Flow Solutions, a maker of flow control products, measurement systems, and power systems, from 2003 to 2005, and before that he was President and Chief Operating Officer of Federal Signal Corporation. Our ESG&N Committee and Board believe that his extensive management experience in related consumer durable businesses whose products are distributed through a dealer network makes him an asset to our Board. Ms. Hennington joined our Board in September, 2021. Ms. Hennington is the Executive Vice President and Chief Growth Officer of Target Corp. She is a member of Target’s leadership team and has been employed by Target in various roles since June 2003. She oversees all merchandising including product design and sourcing operations, as well as insights, strategy and innovation. As Chief Growth Officer, she works across the organization to identify and pursue revenue-generating strategies. Prior to her current role, Ms. Hennington held a number of leadership positions at Target, including managing merchandising and elements of the supply chain. Before joining Target, Christina spent several years as a consultant with PricewaterhouseCoopers in Boston, and served as a product manager for two Boston-based technology start-up businesses. She is a Henry Crown Fellow of the Aspen Institute. She previously served on the Board of Second Harvest Heartland, Governors for Cosmetic Executive Women (CEW) and the Board of Dermstore.com. Ms. Hennington received her bachelor’s degree from Cornell University and her MBA from the Kellogg School of Management at Northwestern University. Our ESG&N Committee and Board believe her experience in areas relevant to THOR’s strategic plan make her an asset to our Board. Ms. Huntington, who became a Director in October of 2018, served as the Chief Executive Officer of Philips Lighting Americas, a leading manufacturer of commercial and residential lighting solutions, until January of 2018, after serving as Chief Executive Officer of Philips Lighting, Professional Lighting Solutions, an assignment based in Amsterdam, The Netherlands. Prior to joining Philips Lighting in April 2013, Ms. Huntington held senior leadership positions with Schneider Electric over the course of a 22-year career, including Chief Operating Officer of Schneider Electric North America and CEO of subsidiary, Juno Lighting Group. Our ESG&N Committee and Board believe that her extensive experience in multinational operations and business transformation/strategy makes her an asset to our Board. Ms. Hurd joined our Board in September of 2021. She is the President and Chief Executive Officer of Interface, Inc., a worldwide commercial flooring company and global leader in sustainability since April of 2022. She was previously a segment President, Learning and Development, for Newell Brands, an American worldwide manufacturer, marketer and distributor of consumer and commercial products with a portfolio of brands. She became a segment President in March of 2019 having previously been the CEO Writing Division from March of 2018 to March of 2019. Prior to that she was the CEO Baby Division from January of 2017 to March of 2018 and the President Home & Baby Division from January of 2016 to January of 2017. She has over 30 years of experience in the consumer-packaged goods industry. Ms. Hurd received her bachelor’s in Business Administration and Marketing from Miami University in Oxford, Ohio. Our ESG&N Committee and Board believe her extensive experience in driving sales and profits of legacy brands through innovation, digital acceleration and global expansion makes her an asset to our Board. Mr. Kelley, who became a Director in November of 2020, is the Global Chief Financial Officer for Tropicana Brands Group, established in 2022 as a joint venture between PAI Partners and PepsiCo., with a global footprint that spans North America and Europe and industry-leading capabilities in areas that include innovation, R&D, manufacturing, distribution, sales, marketing, and nutrition expertise. Prior to joining Tropicana Brands Group in July of 2022, Mr. Kelley was the Executive Vice President and Chief Financial Officer of TreeHouse Foods, Inc., a leading manufacturer and distributor of private label packaged foods and beverages in North America. He served as Interim Chief Financial Officer of TreeHouse from November of 2019 to February of 2020 and Senior Vice President, Corporate and Operations, Finance from May of 2018 to November of 2019. A food industry veteran, Mr. Kelley joined TreeHouse in 2016 as Vice President Finance and Corporate Controller. Prior to joining TreeHouse, Mr. Kelley was with food and beverage company The Kraft Heinz Company as Head of Global Internal Audit. He was employed by The Hillshire Brands Company, as Senior Vice President, Corporate Controller and Chief Accounting Officer prior to Kraft. Prior to Hillshire, Mr. Kelley held several senior roles of increasing responsibility at USG Corporation, PepsiAmericas, Arthur Andersen, and Cargill, Inc. Mr. Kelley holds a B.A. in Accounting from Clark Atlanta University and an MBA in Accounting and Strategy from the University of Chicago. Mr. Kelley serves on two non-profit boards in the Chicago area. He is active at Chicago Youth Centers, serving as a Board Member and also dedicates his time to the Chicago Children’s Museum as the Chairman of the Board. Our ESG&N Committee and Board believe his extensive fiscal and enterprise risk management experience overseeing finance, accounting and controls at the leadership level for Fortune 500 companies which qualify him as an “audit committee financial expert”, make him an asset to our Board. Mr. Klein, who became a Director in December 2017, retired as the Chief Executive Officer in January 2020, and as the Executive Chairman of Fortune Brands Home & Security, Inc., a leading manufacturer of home and security products in December 2020. Mr. Klein joined Fortune Brands, Inc. in 2003 and held corporate strategy, business development, and operational positions until he became CEO of Fortune Brands Home & Security in 2010. Previously, Mr. Klein held key strategy and operating positions at Bank One Corporation and also served as a partner at McKinsey & Company, a global management consulting firm. Mr. Klein spent his early career in commercial banking, at both ABN AMRO and First Chicago. Our ESG&N Committee and Board believe that his management experience as chief executive officer of a public company, as well as his treasury and consulting background make him an asset to our Board. Mr. Martin has been with our Company since 2001 when we acquired Keystone RV, where he worked since July of 1998. Mr. Martin currently serves as our President and Chief Executive Officer. From August of 2012 to July of 2013, Mr. Martin served as the Company’s President and Chief Operating Officer. Mr. Martin previously served as President of our RV Group from January of 2012 to August of 2012. Prior to becoming President of our RV Group, Mr. Martin was President of Keystone RV from January of 2010 to January of 2012 and Executive Vice President and Chief Operating Officer of Keystone RV from January of 2007 to January of 2010.

  2. Nominees For Board Of Directors

    Mr. Martin has held various positions with Keystone RV, including Vice President of Sales and General Manager of Sales. Prior to joining Keystone RV, Mr. Martin held positions at Coachmen Industries, Inc., a former recreational vehicle and manufactured housing company. Our ESG&N Committee and Board believe that his extensive experience with our Company and the industry make him an asset to our Board. Mr. Orthwein, a co-founder of our Company, currently serves as Chairman Emeritus of the Board, having been appointed to this position after retiring from the Company in August 2019. Mr. Orthwein has served as a Director of our Company since its inception. He served as our Executive Chairman from August 2013 until his retirement in August 2019. From November 2009 to August 2013, Mr. Orthwein served as the Company’s Chairman and CEO. In addition, he served as the Company’s President and CEO from November 2009 to August 2012. Mr. Orthwein was previously Chairman of our Company from 1980 to 1986, Vice Chairman of our Company from 1986 to November 2009, and Treasurer of our Company from 1980 to November 2009. Our ESG&N Committee and Board believe that his extensive experience with our Company and the industry make him an asset to our Board.

  3. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION For service in Fiscal Year 2023, each of our non-employee Directors was to receive an annual cash retainer of $170,000, payable quarterly, plus expenses. During Fiscal Year 2023, our Chairman received an additional annual $250,000 cash retainer, payable quarterly. The Chair of our Audit Committee received an additional annual cash retainer of $25,000, paid quarterly. The Chairs of our Compensation and Development Committee and ESG&N Committee each received an additional annual cash retainer of $20,000, payable quarterly. The following table summarizes the compensation paid to our non-employee Directors in Fiscal Year 2023:

  4. Director Compensation

    Director Compensation

  5. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) (1) | Option Awards ($) | Stock Awards ($) (2) | Total | | Andrew E. Graves | $420,000 | — | $129,954 | $549,954 | | Christina Hennington | $170,000 | — | $129,954 | $299,954 | | Amelia A. Huntington | $170,000 | — | $129,954 | $299,954 | | Laurel Hurd | $170,000 | — | $129,954 | $299,954 | | Wilson Jones | $190,000 | — | $129,954 | $319,954 | | William J. Kelley Jr. | $195,000 | — | $129,954 | $324,954 | | Christopher Klein | $190,000 | — | $129,954 | $319,954 | | Peter B. Orthwein | $170,000 | — | $129,954 | $299,954 | | James L. Ziemer (3) | $85,000 | — | $129,954 | $214,954 |

  6. Director Compensation

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

  7. Director Compensation

    | (2) Director Stock Awards were awarded on October 11, 2022. |

  8. Director Compensation

    | (3) Mr. Ziemer retired from the Board during Fiscal Year 2023 and was paid a retainer for two (2) quarters. |

  9. Director Compensation

    Fiscal Year 2023 Executive Officers Who Are Not Directors

  10. Director Compensation

    | | | | | Colleen Zuhl Senior Vice President and Chief Financial Officer Age: 57 |

  11. Director Compensation

    Ms. Zuhl, a Certified Public Accountant, joined our Company in June of 2011 and currently serves as Senior Vice President and Chief Financial Officer. Prior to accepting her role as Vice President and Chief Financial Officer in October of 2013, Ms. Zuhl served the Company as Vice President and Controller from February of 2013 to October of 2013, Interim Chief Financial Officer from October of 2012 to February of 2013, and Director of Finance from June of 2011 to October of 2012. Prior to joining our Company, Ms. Zuhl served as Chief Financial Officer of All American Group, Inc. (formerly known as Coachmen Industries, Inc.), then a recreational vehicle and manufactured housing company listed on the NYSE, from August of 2006 to June of 2011.

  12. Director Compensation

    | | | | | Kenneth D. Julian Senior Vice President of Administration and Human Resources Age: 56 |

  13. Director Compensation

    Mr. Julian has been with our Company since March of 2004, and currently serves as Senior Vice President of Administration and Human Resources. Mr. Julian served as Vice President, Human Resources from July of 2009 until August of 2014. Mr. Julian previously served as Vice President of Administration of Keystone RV from March of 2004 to June of 2009. Prior to joining our Company, Mr. Julian served as the Director of Operations and Human Resources, as well as Corporate Secretary, for Ascot Enterprises, Inc. from February of 1989 to March of 2004.

  14. Director Compensation

    | | | | | Todd Woelfer Senior Vice President and Chief Operating Officer Age: 56 |

  15. Director Compensation

    Mr. Woelfer joined our Company in August of 2012, and currently serves as Senior Vice President and Chief Operating Officer. Mr. Woelfer served as our Senior Vice President, General Counsel, and Corporate Secretary prior to being promoted to COO in December of 2021. Prior to joining our Company, Mr. Woelfer served as managing partner of May Oberfell Lorber where his practice focused on advising corporate clients. From May of 2007 through May of 2010, Mr. Woelfer served as General Counsel to All American Group, Inc. (formerly known as Coachmen Industries, Inc.), then a recreational vehicle and manufactured housing company listed on the NYSE.

  16. Director Compensation

    | | | | | Trevor Q. Gasper Senior Vice President, General Counsel, and Corporate Secretary Age: 42 |

  17. Director Compensation

    Mr. Gasper joined our Company in September 2017, serving first as Corporate Counsel and then as Assistant General Counsel before being appointed Senior Vice President, General Counsel, and Corporate Secretary in December 2021. From 2006 to September 2017, Mr. Gasper was in private practice where his practice focused on representing and advising companies engaged in the RV industry, including our Company and operating companies. Mr. Gasper received his B.A. degree, cum laude, from the University of Evansville and his J.D., cum laude, from Notre Dame Law School. PROPOSAL 2: Ratification of Our Independent Registered Public Accounting Firm The Audit Committee of the Board has selected Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm to perform the audits of our financial statements and our internal controls over financial reporting for the Fiscal Year ending July 31, 2024. Deloitte was our independent registered public accounting firm for the Fiscal Year ended July 31, 2023. Unless a Shareholder directs otherwise, proxies will be voted FOR the approval of the selection of Deloitte as our independent registered public accounting firm for the Fiscal Year ending July 31, 2024. Representatives of Deloitte will be present at the Meeting and will have the opportunity to make a statement if they desire to do so. We are asking our Shareholders to ratify the selection of Deloitte as our independent registered public accounting firm. Although ratification is not required, the Board is submitting the selection of Deloitte to our Shareholders for ratification as a matter of good corporate practice. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of the Company and our Shareholders.

  18. Director Compensation

    | | Board Recommendation | | The Board of Directors recommends that the Shareholders vote “FOR” the ratification of Deloitte & Touche LLP as the company’s independent registered public accounting firm. | |

  19. Director Compensation

    Independent Registered Public Accounting Firm Fees

  20. OUR PLAN

    OUR PLAN We believe executive compensation should be directly linked to performance and long-term value creation for our shareholders. We provide a framework that encourages outstanding financial results and shareholder returns over the long-term while continuing to attract, retain, and motivate a premier management team to sustain and grow our Company. Our NEO compensation is comprised of (i) a base salary; (ii) non-equity cash incentive component (our Management Incentive Plan or “MIP”); and (iii) long-term equity incentive component (“LTI”). The LTI consists of Restricted Stock Units (“RSUs”) and Performance Share Units (“PSUs”). Fiscal Year 2023 marked the Company’s fourth year under its revised compensation plan which relies heavily upon variable incentive compensation measured by adjusted income before income tax (our “Company Adjusted NBT”)(1), adjusted return on invested capital (“ROIC”), and adjusted free cash flow (“FCF”). The foundation of the compensation plan is an annual benchmarking process to compare Management’s pay to

  21. OUR PLAN

    that of our compensation peers, our industry competitors, and the market more broadly. For benchmarking in Fiscal Year 2023, our CEO’s targeted total compensation was set at 55% of our executive compensation peer group, a level which the Board found merited based upon his and Management’s performance. Once target total compensation is determined, half of that targeted compensation is designed to be paid in cash compensation through a combination of base salary and MIP while the other half is designed to be paid as LTI in equal parts RSU and PSU awards. The annual target MIP and RSU awards are converted to a sharing percentage and are awarded relative to the annually forecasted target Company Adjusted NBT. Though RSU awards are based on a one-year performance period, once awarded, such RSU awards are subject to vesting over a three-year period beginning on the one-year anniversary of the award grant. PSU awards are separated into two equal awards based upon FCF and ROIC, relative to forecasted performance over a three-year period. At the conclusion of the three-year period, actual FCF and ROIC performance are each measured against the forecasted performance and awards vest based on the following schedule (with ROIC and FCF components measured separately):

  22. OUR PLAN

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

  23. OUR PLAN

    | 1. | Benchmark Executive Pay. The Committee benchmarks executive compensation levels to the Company’s compensation peer group and to the market generally to ensure that Company pay practices are in line with recognized practices of like-sized manufacturing companies. |

  24. OUR PLAN

    | 2. | Work with Compensation Consultant. In Fiscal Year 2023, the Committee utilized WTW as its compensation consultant. |

  25. OUR PLAN

    | 5. | Incentivize Sustained Profitability. The Committee promotes a pay plan that incentivizes executives to deliver sustained profitability for Shareholders within the guidelines of good corporate governance. The three-year vesting schedule for the RSU component of LTI, and the multi-year performance measurement period for the PSU component of LTI, not only helps retain key talent, but they also incentivize management to perform over the long term. |

  26. OUR PLAN

    | 7. | No Options. Stock options are not currently a component of THOR’s compensation plan. While no option awards were granted in Fiscal Year 2023 and none are anticipated in the future, the Board has adopted a resolution prohibiting the granting of any stock options, stock appreciation rights, or other stock option-like awards at a time when the Board or Company is aware of material non-public information. |

  27. OUR PLAN

    | 12. | Avoid Single Trigger Vesting of Equity-based Awards upon Change in Control. In Fiscal Year 2015, the Board approved (for implementation in Fiscal Year 2016) a double trigger for all future awards and grants requiring either a corresponding change in employment status or the failure of an acquirer to assume the award before any change in control would result in the accelerated vesting of such award. |

  28. BASE SALARY

    BASE SALARY Base salaries are part of the compensation package paid to our executives and are determined according to various factors, including benchmarking, experience, talent, contribution, industry standards, expectations, and performance. On an annual basis, all executive employees’ base salaries are reviewed for possible adjustments. Adjustments, though, are an exception and not the rule. While the Compensation and Development Committee considers the market practices of our peer group as a guide for recognized ranges of base compensation, due to our emphasis on performance-based pay, the Compensation and Development Committee intentionally sets base salaries for our CEO and other NEOs well below average for our peer group. For Fiscal Year 2023, no adjustment to base salaries was made for our existing NEOs except for Mr. Woelfer whose base salary was increased to $650,000 and Mr. Gasper, whose base salary was increased to $500,000. In both instances, base salaries were increased to bring them more in line with the bottom of each NEO’s compensation peer group benchmark. Our CEO’s base salary is $750,000 and has not been adjusted since Fiscal Year 2013. This base salary is the lowest in our 2023 compensation peer group and is more than 25% lower than the next lowest CEO base salary in our 2023 compensation peer group. Thus, analysis that compares other elements of compensation as a multiple of base salary do not hold as much meaning for THOR as they might with other companies. Our SVP & CFO (29th percentile), SVP & COO (5th percentile), and SVP, General Counsel, and Corporate Secretary (5th percentile) also had 2023 base salaries that were among the lowest in their respective 2023 peer group comparisons and our SVP of Administration and HR was at the 50th percentile.

  29. CASH-BASED VARIABLE INCENTIVE AWARDS

    CASH-BASED VARIABLE INCENTIVE AWARDS Our MIP provides cash-based variable incentive compensation. As set forth in the accompanying Appendix A, we generally rely on GAAP numbers to calculate our Company Adjusted NBT and then make standard adjustments, to exclude certain gains and/or losses as a result of LIFO, non-controlling interests, detrimental or incremental impacts to NBT as a result of non-forecasted M&A activity, and certain foreign currency exchange gains/ losses. Target Company Adjusted NBT is determined prior to our Fiscal Year or within the first quarter thereof and a sharing percentage is calculated as “target MIP” divided by “target Company Adjusted NBT.” The result of that calculation is a percentage and the amount of earned MIP for our NEOs is calculated and paid based on the Company Adjusted NBT on a quarterly basis. The key incentive metrics for our Fiscal Year 2023 MIP and total MIP actually paid for our NEOs were as follows:

  30. CASH-BASED VARIABLE INCENTIVE AWARDS

    | Name | Performance Metric(1) | Award | | Robert W. Martin | 0.810% of Company Adjusted NBT | $4,196,310 | | Colleen Zuhl | 0.302% of Company Adjusted NBT | $1,564,550 | | Todd Woelfer | 0.314% of Company Adjusted NBT | $1,626,718 | | Kenneth D. Julian | 0.108% of Company Adjusted NBT | $559,508 | | Trevor Q. Gasper | 0.081% of Company Adjusted NBT | $419,631 |

  31. CASH-BASED VARIABLE INCENTIVE AWARDS

    | (1) Fiscal Year 2023 income before income taxes was $499,353,000. Taking into account the adjustments set forth on Appendix A, Company Adjusted NBT for Fiscal Year 2023 was $518,063,000. |

  32. CASH-BASED VARIABLE INCENTIVE AWARDS

    The executive’s eligibility to receive the cash incentive compensation is contingent upon the executive being employed with the Company or an operating company at the time of payment; certification by our Compensation and Development Committee that the amount proposed to be paid under the plan is consistent with pre-determined formulas; and a determination that, upon considering any relevant factors including our “no-fault” clawback policy, no cause exists to consider payment of a lesser amount.

  33. LONG-TERM EQUITY INCENTIVE PLAN

    LONG-TERM EQUITY INCENTIVE PLAN Our LTI is comprised of both RSUs and PSUs. The RSUs granted for Fiscal Year 2023 were evaluated on a single year (Fiscal Year 2023) performance of Company Adjusted NBT. The PSUs granted in Fiscal Year 2023 will be evaluated on a three-year aggregate cycle (Fiscal Years 2023, 2024, and 2025) with the number of shares to be awarded based on an analysis of performance to target (ROIC and FCF) after the conclusion of Fiscal Year 2025. The RSUs awarded during Fiscal Year 2023, based on the metrics identified in the table below, are eligible to vest in three (3) equal annual installments beginning on the anniversary date of the grant. Participants must generally remain employees of our Company or one of its operating companies through the vesting period to be entitled to receive the stock that is issued upon vesting of the RSUs. An important tool for talent retention, our LTI program provides that, subject to any contrary terms in an employment agreement, any employee who leaves our Company before the vesting date immediately forfeits their right to receive any and all outstanding unvested RSUs and forfeits outstanding PSUs for which the relevant performance period has not ended. The value of the RSU and PSU awards granted to our NEOs for Fiscal Year 2023 were as follows:

  34. LONG-TERM EQUITY INCENTIVE PLAN

    | Name | FY 2023 Metric for RSUs | RSU Amount(1) | PSU Amount(1) | Total LTI | | Robert W. Martin | 0.458% of Company Adjusted NBT | $2,372,979 | $3,248,200 | $5,621,179 | | Colleen Zuhl | 0.202% of Company Adjusted NBT | $1,046,333 | $1,432,250 | $2,478,583 | | Todd Woelfer | 0.203% of Company Adjusted NBT | $1,051,849 | $1,439,800 | $2,491,649 | | Kenneth D. Julian | 0.096% of Company Adjusted NBT | $498,967 | $683,000 | $1,181,967 | | Trevor Q. Gasper | 0.076% of Company Adjusted NBT | $393,165 | $538,175 | $931,340 |

  35. LONG-TERM EQUITY INCENTIVE PLAN

    | (1) The RSU and PSU values are determined based on FASB ASC Topic 718. The PSU amount listed represents the grant date value of the award on the date of the grant that would be achieved on a three-year cycle ending July 31, 2025, if target ROIC and FCF objectives are met. |

  36. SEVERANCE PLANS AND CHANGE IN CONTROL AGREEMENTS

    SEVERANCE PLANS AND CHANGE IN CONTROL AGREEMENTS Our Company has employment agreements with each of our Named Executive Officers. Updated and adopted during Fiscal Year 2023, these contracts contain non-competition and non-solicitation obligations that, prior to 2021, were not part of our NEOs’ employment relationship with the Company and, prior to 2021, were not standard within the RV industry. The purpose of the contracts and non-competition provisions was to secure the exclusive services of our Management Team for the duration of the contracts and for a period of time post-employment. The RV industry is very competitive, and its history is replete with examples of key leaders leaving their company to start competitive businesses. Given Management’s longevity and track record of growth with the Company, the contracts remain important to secure and to protect the Company from such risk. As such, an essential element of the contract was that each executive agree not to compete against the Company during the term of his or her employment and for a period of two (2) years following termination of employment. The agreements also include confidentiality undertakings and agreements not to solicit Company customers or employees. The RV industry has a comparatively low barrier to entry, geographic concentration, and relies upon personal relationships with suppliers and dealers. Thus, the Company obtained a substantial benefit by collecting non-competition agreements from its NEOs in Fiscal Year 2021 and renewing these agreements with state-of-the-art terms in Fiscal Year 2023. A cornerstone of the THOR Industries, Inc. 2016 Equity and Incentive Plan (as amended) (our “2016 Plan”) is its double-trigger vesting requirement. Specifically, the 2016 Plan provides for the vesting of shares only upon the occurrence of both a Change in Control (as defined by the 2016 Plan) and either a corresponding change in employment status or the failure of an acquirer to assume the awards. The aggregate value of change in control and termination benefits for each NEO is summarized under the subheading, “Potential Payments Upon Termination or Change in Control and Agreements with Resigning Officers” on page 53.

  37. THE COMPENSATION COMMITTEE

    THE COMPENSATION COMMITTEE Our Compensation and Development Committee is responsible for the oversight of our Executive Management compensation plan. Each year, the Committee engages in a thorough evaluation of the performance of our NEOs. The Board of Directors conducts a review of our CEO, Mr. Martin. These evaluations are significant inputs for the Committee as it determines the percentage of the peer group benchmark at which to set target compensation. Mr. Martin does not participate in his own performance evaluation or in setting his own compensation. For the other NEOs, the Chairman of the Board and the CEO evaluate each NEO’s individual performance and recommend to the Compensation and Development Committee a tailored compensation plan that relies on peer benchmark data for that individual. The Compensation and Development Committee then reviews and votes to approve or modify these recommendations. For more information on the Compensation and Development Committee, see the Corporate Governance Section of this Proxy Statement. Additionally, the Compensation and Development Committee’s charter can be found on our Company website at www.thorindustries.com.

  38. Compensation Consultant

    Compensation Consultant In Fiscal Year 2023, the Compensation and Development Committee utilized WTW as its compensation consultant. WTW reports directly to the Committee, and the Committee is empowered to retain or replace WTW or hire additional consultants at any time. A representative of WTW regularly attends the Committee meetings and provides data and advice to the Committee throughout the year. Additionally, a representative from WTW regularly meets in executive session with the Committee. WTW’s role is to provide market and peer group data and to advise the Committee on compensation-related decisions. During Fiscal Year 2023, the compensation consultant provided the following services to the Committee:

  39. Compensation Consultant

    | • | Provided periodic reports of executive compensation trends; |

  40. Compensation Consultant

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

  41. Compensation Consultant

    | • | Reviewed drafts and commented on elements of the Company’s Compensation Discussion and Analysis; and |

  42. Compensation Consultant

    | • | Advised the Committee of regulatory developments. |

  43. Compensation Consultant

    In Fiscal Year 2023, the total fees and expenses paid to WTW were $165,696.

  44. Our Compensation Peer Group

    Our Compensation Peer Group Importantly, WTW assists the Committee in determining an appropriate compensation peer group. Our Company has a unique challenge in its peer review process. The Company’s largest competitor is part of a multinational conglomerate holding company and its executive pay practices are not publicly available. Two competitors are publicly traded but those competitors are not reasonable compensation peers due to significant size differences compared to THOR. Geographic proximity to our OEM and supply competitors makes the competition for key industry talent an ever-present challenge. Our compensation plan is, therefore, designed to attract and retain industry-leading talent through a program that is reasonable and heavily tied to our Company’s financial performance. In Fiscal Year 2023, as it has previously, the Committee benchmarked its executive pay against a peer group of publicly-traded companies and used this data in conjunction with our own industry-specific knowledge in evaluating its executive compensation practices. The Compensation and Development Committee periodically reviews and, as indicated, updates the peer group. Our general guidelines for our peer group are to include companies that are one-half to two times our net sales. Our peer group represents manufacturing companies of similar size as expressed in sales and market capitalization. Additionally, we seek to identify manufacturing companies that introduce their products to market through dealerships or franchises. While the compensation peer group is not comprised of our market competitors, it nevertheless provides a meaningful basis for market comparison of our executive compensation packages. Included in our peer evaluation was the consideration of the disclosed peers of the members of our peer group. We believe our compensation peer group for Fiscal Year 2023 represents a solid comparator group for our Company. Our peer group for Fiscal Year 2023 consisted of the following companies:

  45. Our Compensation Peer Group

    | Fiscal Year 2023 Peer Group | | • AGCO Corporation | | • BorgWarner Inc. | | • Carrier Global Corporation | | • Cummins, Inc | | • Dover Corporation | | • Eaton Corporation plc | | • Emerson Electric Co. | | • Fortune Brands Home & Security, Inc. | | • The Goodyear Tire & Rubber Company | | • Illinois Tool Works, Inc. | | • Lear Corporation | | • Oshkosh Corporation | | • Owens Corning | | • PACCAR Inc. | | • Parker-Hannifin Corporation | | • Polaris, Inc. | | • Stanley Black & Decker, Inc. | | • Tenneco, Inc. | | • Textron, Inc. | | • Trane Technologies plc |

  46. Our Compensation Peer Group

    We evaluate our pay for performance system on a regular and consistent basis. In doing so, we analyze the peer group’s compensation data as reported in their most recent proxy statements. In this process, we measure actual pay data with comparable NEOs and the aggregate NEO compensation. We also evaluate the fixed and incentive-based variables of our compensation program as compared to the peer group. This information is then presented to the Committee for its consideration as it determines the appropriate compensation of our NEOs.

  47. Measuring Alignment: Evaluating the Relationship Between our Fiscal Year 2023 Performance and our Compensation

    | | Base Salary | MIP/Non- Equity Incentive Award | Share Percentage of Company Adjusted NBT for MIP | LTI-RSUs | Share Percentage of Company Adjusted NBT for RSUs | LTI-PSUs(1) | Total Compensation | | FY 2023 | $750,000 | $4,196,310 | 0.810% | $2,372,979 | 0.458% | $3,248,200 | $10,567,489 | | FY 2022 | $750,000 | $7,725,472 | 0.511% | $4,425,771 | 0.293% | $2,965,475 | $15,866,718 |

  48. Measuring Alignment: Evaluating the Relationship Between our Fiscal Year 2023 Performance and our Compensation

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

  49. COMPENSATION RISK ASSESSMENT

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

  50. COMPENSATION RISK ASSESSMENT

    | • | Stock ownership guidelines, the time-based vesting component of RSU awards under our LTI program and the multi-year performance measurement periods for the FCF and ROIC components of PSUs awarded under our LTI program, which encourage long-term value creation, and serve to counterbalance potentially significant short-term incentive-based compensation; |

  51. COMPENSATION RISK ASSESSMENT

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

  52. COMPENSATION RISK ASSESSMENT

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

  53. COMPENSATION RISK ASSESSMENT

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

  54. COMPENSATION RISK ASSESSMENT

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

  55. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table(1) summarizes the total compensation awarded to our Named Executive Officers in Fiscal Years 2023, 2022, and 2021:

  56. Summary Compensation Table

    | Name Principal Position | Year | Salary ($) | Bonus (2) ($) | Share Awards (3) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation (4) ($) | Change in Pension Value & Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Robert W. Martin | 2023 | 750,000 | — | 5,621,179 | — | 4,196,310 | — | — | 10,567,489 | | President & Chief | 2022 | 750,000 | — | 7,391,246 | — | 7,725,472 | — | — | 15,866,718 | | Executive Officer | 2021 | 750,000 | — | 8,648,124 | — | 9,687,843 | — | — | 19,085,967 | | Colleen Zuhl | 2023 | 725,000 | — | 2,478,583 | — | 1,564,550 | — | — | 4,768,133 | | Senior Vice President | 2022 | 725,000 | — | 2,829,035 | — | 2,313,106 | — | — | 5,867,141 | | & Chief Financial Officer | 2021 | 725,000 | — | 3,190,651 | — | 2,795,373 | — | — | 6,711,024 | | Todd Woelfer | 2023 | 650,000 | — | 2,491,649 | — | 1,626,718 | — | — | 4,768,367 | | Senior Vice President | 2022 | 600,000 | — | 2,997,150 | — | 2,691,065 | — | — | 6,288,215 | | & Chief Operating Officer | 2021 | 600,000 | — | 2,888,311 | — | 2,628,485 | — | — | 6,116,796 | | Kenneth D. Julian | 2023 | 600,000 | — | 1,181,967 | — | 559,508 | — | — | 2,341,475 | | Senior Vice President | 2022 | 600,000 | — | 1,553,284 | — | 967,574 | — | — | 3,120,858 | | of Administration & | 2021 | 598,077 | — | 1,806,138 | — | 1,251,659 | — | — | 3,655,874 | | Human Resources | | | | | | | | | | | Trevor Q. Gasper (5) | 2023 | 500,000 | — | 931,340 | — | 419,631 | — | — | 1,850,971 | | Senior Vice President, | 2022 | 364,946 | — | 747,730 | — | 303,510 | — | — | 1,416,186 | | General Counsel & | 2021 | — | — | — | — | — | — | — | — | | Corporate Secretary | | | | | | | | | |

  57. Summary Compensation Table

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

  58. Summary Compensation Table

    | (2) The amounts in this column reflect the payment of discretionary bonuses. No discretionary bonuses were paid during Fiscal Years 2023, 2022, or 2021. |

  59. Summary Compensation Table

    | (3) Share awards values were determined in accordance with FASB ASC Topic 718. For information about the assumptions used by the Company in calculating the value of the awards, see Note 17 to the Company’s consolidated financial statements in the Form 10-K. The amount stated represents equity incentive plan awards awarded to each NEO consisting of: (i) RSU amounts based on each NEO’s designated percentage of Fiscal Year 2023 Company Adjusted NBT and valued as of the grant date as discussed on page 40; and (ii) PSU amounts calculated based on the grant date value of the award that would be achieved on a three-year cycle if target ROIC and FCF objectives are met. No PSUs will vest if a threshold is not met. For more information on threshold, target, and maximum PSUs granted in Fiscal Year 2023, see Grants of Plan-Based Awards in Fiscal Year 2023 which follows. |

  60. Summary Compensation Table

    | (4) The amounts shown in this column are amounts earned under our MIP program for Fiscal Year 2023. |

  61. Summary Compensation Table

    | (5) Mr. Gasper was promoted to Senior Vice President, General Counsel, and Corporate Secretary effective December 1, 2021. |

  62. Grants of Plan-Based Awards in Fiscal Year 2023

    Grants of Plan-Based Awards in Fiscal Year 2023 The following table summarizes the grants made to each of our NEOs for Fiscal Year 2023 under our 2016 Plan or other plans or arrangements:

  63. Grants of Plan-Based Awards in Fiscal Year 2023

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | Grant Date Fair Value of Share and Options Awards(4) | | Name | Grant Date | Threshold ($) | Target(1) ($) | Maximum(2) ($) | Threshold ($) (#) | Target ($) (#) | Maximum ($) (#) | | | Robert W. Martin | 11/02/2022 (MIP) | $0 | $5,746,000 | | | | | | | | 11/02/2022 (RSU) | | | | $0 | $3,248,200(3) | | $2,372,979 | | | 11/02/2022 (PSU) | | | | 21,141 | 42,282(5) | 84,564 | $3,248,200 | | Colleen Zuhl | 11/02/2022 (MIP) | $0 | $2,139,500 | | | | | | | | 11/02/2022 (RSU) | | | | $0 | $1,432,250(3) | | $1,046,333 | | | 11/02/2022 (PSU) | | | | 9,322 | 18,644(5) | 37,288 | $1,432,250 | | Todd Woelfer | 11/02/2022 (MIP) | $0 | $2,229,600 | | | | | | | | 11/02/2022 (RSU) | | | | $0 | $1,439,800(3) | | $1,051,849 | | | 11/02/2022 (PSU) | | | | 9,371 | 18,742(5) | 37,484 | $1,439,800 | | Kenneth D. Julian | 11/02/2022 (MIP) | $0 | $766,000 | | | | | | | | 11/02/2022 (RSU) | | | | $0 | $683,000(3) | | $498,967 | | | 11/02/2022 (PSU) | | | | 4,445 | 8,890(5) | 17,780 | $683,000 | | Trevor Q. Gasper | 11/02/2022 (MIP) | $0 | $576,350 | | | | | | | | 11/02/2022 (RSU) | | | | $0 | $538,175(3) | | $393,165 | | | 11/02/2022 (PSU) | | | | 3,502 | 7,004(5) | 14,008 | $538,175 |

  64. Grants of Plan-Based Awards in Fiscal Year 2023

    | (1) To determine awards granted during Fiscal Year 2023, we calculated a percentage share for MIP based on a target Company Adjusted NBT of $709,139,000. The number set forth in this column represents the projected MIP payment determined by multiplying the percentage share against the target Company Adjusted NBT. Actual MIP payments for Fiscal Year 2023 are included in the Summary Compensation Table. |

  65. Grants of Plan-Based Awards in Fiscal Year 2023

    | (2) Our 2016 Plan limits total cash awards at $20,000,000 in any calendar year. |

  66. Grants of Plan-Based Awards in Fiscal Year 2023

    | (3) For equity incentive awards granted during Fiscal Year 2023, we calculated a percentage share for the RSU portion of our LTI based on a ratio of 25% of each NEOs target total compensation and the target Company Adjusted NBT of $709,139,000. The number set forth in this column represents the target RSU value determined by multiplying the percentage share against the target Company Adjusted NBT. The grant date value of RSUs awarded as of the grant date for Fiscal Year 2023 are included in the Summary Compensation Table and discussed on page 36. |

  67. Grants of Plan-Based Awards in Fiscal Year 2023

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

  68. Grants of Plan-Based Awards in Fiscal Year 2023

    | (5) As described on page 36, each NEO was awarded performance stock units under the 2016 Plan from which common stock may be distributable. These targeted awards are subject to adjustment at the conclusion of the three-year measurement period based upon the Company’s performance against its goals for both ROIC and FCF. Payout for the PSUs will be adjusted based on the following schedule (with ROIC and FCF components measured separately and weighted equally): |

  69. Grants of Plan-Based Awards in Fiscal Year 2023

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

  70. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information concerning option awards and share awards held by our NEOs as of July 31, 2023:

  71. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | STOCK AWARDS | | | | | Name | Number of Shares or Units That Have Not Vested (#)(1) | Market Value of Shares or Units That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Robert W. Martin | 92,032(3) | $10,628,776 | 105,441 | $12,177,381 | | Colleen Zuhl | 35,294(4) | $4,076,104 | 42,323 | $4,887,883 | | Todd Woelfer | 35,196(5) | $4,064,786 | 41,795 | $4,826,905 | | Kenneth D. Julian | 19,342(6) | $2,233,808 | 22,116 | $2,554,177 | | Trevor Q. Gasper | 6,532(7) | $754,381 | 9,774 | $1,128,799 |

  72. Outstanding Equity Awards at 2023 Fiscal Year-End

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

  73. Outstanding Equity Awards at 2023 Fiscal Year-End

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

  74. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) Mr. Martin received a restricted stock unit award of 17,979 units on October 8, 2020; 44,431 units on October 7, 2021; and 56,418 units on October 11, 2022. These units vest in three equal annual installments commencing on the one-year anniversary date of each of the awards respectively. |

  75. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) Ms. Zuhl received a restricted stock unit award of 8,289 units on October 8, 2020; 16,392 units on October 7, 2021; and 21,603 units on October 11, 2022. These units vest in three equal annual installments commencing on the one-year anniversary date of each of the awards respectively. |

  76. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) Mr. Woelfer received a restricted stock unit award of 7,340 units on October 8, 2020; 14,839 units on October 7, 2021; and 22,856 units on October 11, 2022. These units vest in three equal annual installments commencing on the one-year anniversary date of each of the awards respectively. |

  77. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) Mr. Julian received a restricted stock unit award of 3,881 units on October 8, 2020; 9,279 units on October 7, 2021; and 11,862 units on October 11, 2022. These units vest in three equal annual installments commencing on the one-year anniversary date of each of the awards respectively. |

  78. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) Mr. Gasper received a restricted stock unit award of 767 units on October 8, 2020; 807 units on October 7, 2021; and 5,738 units on October 11, 2022. These units vest in three equal annual installments commencing on the one-year anniversary date of each of the awards respectively. |

  79. Option Exercises and Shares Vested in Fiscal Year 2023

    Option Exercises and Shares Vested in Fiscal Year 2023 There were no options exercised by our NEOs in Fiscal Year 2023. None of our NEOs holds options, and no options were awarded in Fiscal Year 2023. The following table summarizes information regarding the vesting of share awards for each NEO in Fiscal Year 2023:

  80. Option Exercises and Shares Vested in Fiscal Year 2023

    | | STOCK AWARDS | | | Name | Number of Shares Acquired Upon Vesting (#) | Value Realized on Vesting ($) | | Robert W. Martin | 38,638 | $2,855,355 | | Colleen Zuhl | 15,123 | $1,117,317 | | Todd Woelfer | 12,863 | $949,059 | | Kenneth D. Julian | 9,024 | $668,408 | | Trevor Q. Gasper | 1,120 | $83,022 |

  81. Non-Qualified Deferred Compensation for Fiscal Year 2023

    Non-Qualified Deferred Compensation for Fiscal Year 2023 The following table shows the contributions, earnings, and account balances for Fiscal Year 2023 for the NEOs participating in our Deferred Compensation Plan(1):

  82. Non-Qualified Deferred Compensation for Fiscal Year 2023

    | Name | Executive Contributions in Fiscal Year 2023(2) | Registrant Contributions in Fiscal Year 2023 | Aggregate Earnings In Fiscal Year 2023 | Aggregate Withdrawals/ Distributions | Aggregate Balance at 7/31/23 | | Colleen Zuhl | — | — | $23,743 | — | $378,571 | | Todd Woelfer | $185,329 | — | $193,151 | — | $2,295,071 | | Kenneth D. Julian | $22,816 | — | $40,351 | — | $518,464 |

  83. Non-Qualified Deferred Compensation for Fiscal Year 2023

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

  84. Non-Qualified Deferred Compensation for Fiscal Year 2023

    | (2) The amounts shown as executive contributions are also included in the amounts shown as Fiscal Year 2023 salary in the Summary Compensation Table on page 47. |

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

    Potential Payments Upon Termination or Change in Control and Agreements with Resigning Officers As of July 31, 2023, and excepting: (i) potential payments under our Deferred Compensation Plan, (ii) the previously discussed lapsing of restrictions on certain restricted awards in the event of a change in control and a failure of the continuing entity to assume, convert or replace such award and (iii) amounts provided for in the employment agreements between our NEOs and the Company described in this section, there were no potential obligations owed to our NEOs or their beneficiaries under existing plans or arrangements, whether written or unwritten, in the event of a change in control or termination of employment, including because of death, disability, or retirement. The Company and its NEOs are party to separate but substantively identical employment contracts. As discussed previously, the contracts provide for certain robust non-competition, non-solicitation, non-disparagement, and confidentiality undertakings that protect the Company. Prior to June 2021, the Company did not enjoy these protections and left itself open to competition from its Management in the event of a separation from employment, which is a substantial risk in the recreational vehicle industry because relationships drive business, and the industry is susceptible to start-up competition. In response to proxy advisory firm comments and shareholder feedback, THOR revised and executed new executive contracts during Fiscal Year 2023. The primary differences between the 2023 executive contracts and the 2021 executive contracts are: (i) the new contracts expand protections for the Company regarding competition with supplier companies; (ii) the new contracts base any payment of cash upon an executive’s target cash compensation instead of actual cash compensation paid to avoid large fluctuations in potential payouts; (iii) the new contracts remove provisions that in the prior contracts awarded and immediately vested RSUs and PSUs in certain circumstances; (iv) the new contracts eliminate the “three times multiple” for double-trigger vesting (change of control plus separation without cause by the Company); and (v) in response to the shifting non-compete landscape and recent Indiana case law, the new contracts contain state-of-the-art provisions to maximize the likelihood of enforceability in the event of a dispute, including tying the non-competition obligation to a paid consultancy at the sole option of the Company. Our executive contracts are discussed in the context of employment separation scenarios below:

  86. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The table below quantifies the value of compensation and benefits required to be paid to each NEO upon various employment separation scenarios that would exceed the compensation benefits generally available to employees in each such separation scenario as discussed previously. The total column in the following table does not reflect compensation or benefits previously accrued or earned by the NEOs, such as deferred compensation. Benefits and payments are calculated as of July 31, 2023.

  87. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | Voluntary Separation(1) | Death or Disability | For Cause (1) | Without Cause/ For Good Reason | | Robert W. Martin | | | | | | Cash | — | $1,113,969 | — | $12,992,000 | | RSUs Settled | $10,628,776(3) | $13,001,755(3) | — | $10,628,776(4) | | PSUs Settled | $12,177,381(5) | $12,177,381(5) | — | $12,177,381(6) | | Other Benefits(2) | — | — | — | $68,489 | | TOTAL | $22,806,157 | $26,293,105 | — | $35,866,646 | | Colleen Zuhl | | | | | | Cash | — | $415,332 | — | $5,729,000 | | RSUs Settled | $4,076,104(3) | $5,122,437(3) | — | $4,076,104(4) | | PSUs Settled | $4,887,883(5) | $4,887,883(5) | — | $4,887,883(6) | | Other Benefits(2) | — | — | — | $56,110 | | TOTAL | $8,963,987 | $10,425,652 | — | $14,749,097 | | Todd Woelfer | | | | | | Cash | — | $431,835 | — | $5,759,200 | | RSUs Settled | $4,064,786(3) | $5,116,635(3) | — | $4,064,786(4) | | PSUs Settled | $4,826,905(5) | $4,826,905(5) | — | $4,826,905(6) | | Other Benefits(2) | — | — | — | $56,110 | | TOTAL | $8,891,691 | $10,375,375 | — | $14,707,001 | | Kenneth D. Julian | | | | | | Cash | — | $148,529 | — | $2,732,000 | | RSUs Settled | $2,233,808(3) | $2,732,775(3) | — | $2,233,808(4) | | PSUs Settled | $2,554,177(5) | $2,554,177(5) | — | $2,554,177(6) | | Other Benefits(2) | — | — | — | $36,314 | | TOTAL | $4,787,985 | $5,435,481 | — | $7,556,299 | | Trevor Q. Gasper | | | | | | Cash | — | $111,397 | — | $2,152,700 | | RSUs Settled | $754,381(3) | $1,147,546(3) | — | $754,381(4) | | PSUs Settled | $1,128,799(5) | $1,128,799(5) | — | $1,128,799(6) | | Other Benefits(2) | — | — | — | $68,489 | | TOTAL | $1,883,180 | $2,387,742 | — | $4,104,369 |

  88. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (1) If an Executive voluntarily terminates his or her employment with the Company or his or her employment is terminated by the Company for Cause, the executive would be entitled to receive a distribution of the balance in the executive’s account under the Deferred Compensation Plan shown in the table on page 52 above but would receive no other cash benefits or other cash payments in connection with such a termination. |

  89. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  90. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (3) Valuation is based on a July 31, 2023 separation date, but RSUs would be awarded and valued on the date of actual vesting in accordance with the award vesting schedule. |

  91. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (4) Vest in full on date of separation. Valuation is based on July 31, 2023 separation date. |

  92. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (5) Valuation based on July 31, 2023 separation date, but actual value would be determined at time of vesting. |

  93. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (6) For purposes of this table, it is assumed PSUs would vest at target, however, in the event of an actual separation without cause or for good reason, the PSU amounts would be set based on performance to date and a pro rata estimation for the remainder of the PSU period as of July 31, 2023. |

  94. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Fiscal Year 2023 CEO Pay Ratio | | | In accordance with SEC rules, for Fiscal Year 2023, we determined the annual total compensation of our median compensated employee and present a comparison of that annual total compensation to the annual total compensation of our President and CEO: • The Fiscal Year 2023 annual total compensation of our President and CEO was $10,567,489. • The Fiscal Year 2023 annual total compensation of our median compensated employee was $63,502. • Based on this information, we reasonably estimate that the ratio of our President and CEO’s annual total compensation to the annual total compensation of our median compensated employee for Fiscal Year 2023 was 166 to 1*. *This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of SEC Regulation S-K. | | | METHODOLOGY AND IDENTIFICATION OF MEDIAN EMPLOYEE As of July 31, 2023, the end of our fiscal year, we had approximately 15,900 U.S. employees and approximately 9,000 non-U.S. employees. As permitted by SEC rules, we utilized the same median employee for Fiscal Year 2023 as Fiscal Year 2022 as there were no material changes to our employee population or employee compensation arrangements during Fiscal Year 2023 that would significantly impact our pay ratio disclosure. We determined our median employee for Fiscal Year 2022 as of July 31, 2022. For purposes of identifying the median employee, we used taxable fiscal year-end compensation data and converted the pay for our non-U.S. employees to U.S. dollars. Using this methodology, we determined that our median employee was a full-time, hourly, direct labor employee and included base pay, overtime pay, non-equity incentive compensation, and 401(k) matching contributions. Our median employee received no other types of compensation required to be included in the Summary Compensation Table. | |

  95. PAY VERSUS PERFORMANCE

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

  96. TABLE

    | Year (1) | Summary Compensation Table Total for PEO (2) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Table Total for non-PEO Named Executive Officers (2) | Average Compensation Actually Paid to non-PEO Named Executive Officers (4) | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | Net Income (in millions) | Company Adjusted NBT (in millions) (7) | | 2023 | $10,567,489 | $19,019,951 | $3,432,237 | $5,647,940 | $107.17 | $118.08 | $374 | $518 | | 2022 | $15,866,718 | $14,952,360 | $4,173,100 | $3,818,733 | $76.59 | $114.50 | $1,138 | $1,512 | | 2021 | $19,085,967 | $16,384,052 | $4,444,238 | $3,924,886 | $105.45 | $129.51 | $660 | $834 |

  97. TABLE

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

  98. TABLE

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

  99. Compensation Actually Paid

    Compensation Actually Paid