DEF 14A of Thor Industries Inc

Filed Nov 6, 2024 · FY20240001193125-24-251941

Open on EDGAR

ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Each of our nine (9) current directors was nominated for re-election to serve a single-year term and has agreed to be named in our Proxy Statement as a nominee and to serve as a member of the Board of Directors if elected by the Shareholders. In making this nomination, our Board recognizes that it is of the utmost importance to the Company that the nominees are individuals who bring crucial skills and unique voices to our boardroom, and the Board carefully considered each nominee’s contributions to the Board and his or her unique skills and qualifications. The representatives designated to vote by proxy intend to vote FOR the election of the nominees listed in this proxy. In the event that any nominee becomes unavailable for election (a situation our Board does not now anticipate), the shares represented by proxies will be voted, unless authority is withheld, for such other person as may be designated by our Environmental, Social, Governance and Nominating Committee (our “ESG&N Committee”).
QUALIFICATIONS AND
QUALIFICATIONS AND
PROCESS FOR NOMINEES
PROCESS FOR NOMINEES We consider our Board of Directors to be a valuable strategic asset of our Company. To maintain the integrity of this asset, our Board of Directors has been carefully crafted to ensure that its expertise covers diversity of experience and perspective, and these attributes will continue to be considered when nominating individuals to serve on our Board. With respect to the nomination of continuing Directors for re-election, the individual’s contributions to our Board are also considered. Thus, our Board believes that it is necessary for each of our Directors to possess many diverse qualities and skills. When searching for new candidates, our ESG&N Committee, guided by our Diversity Policy, considers the evolving needs of our Board and believes that it is essential that our Board members represent diverse viewpoints and collectively possess a broad array of backgrounds and experiences. As set forth in our Governance Guidelines, our Board believes that all Directors must possess a considerable
PROCESS FOR NOMINEES
| | Board Recommendations | | The Board of Directors recommends that the Shareholders vote FOR the nominees. | |
PROCESS FOR NOMINEES
amount of business management experience and demonstrate integrity, honesty, strategic thinking, and successful leadership. Our ESG&N Committee considers each candidate’s credentials as well as their judgment, background, conflicts of interest, commitment to maximizing Shareholder value, and capacity to benefit the Company. A successful candidate must have credentials and skills beneficial when compared to the credentials and skills of the current Board composition. Our ESG&N Committee further evaluates candidates on the satisfaction of any independence requirements imposed by law, regulation, and the New York Stock Exchange (the “NYSE”).
Composition of
Composition of
Board of Directors
Board of Directors
Board of Directors
| | 17 | | NOTICE OF 2024 ANNUAL MEETING AND PROXY STATEMENT | |
Board of Directors
Our Board of Directors
NOMINEES FOR BOARD OF DIRECTORS
NOMINEES FOR BOARD OF DIRECTORS
NOMINEES FOR BOARD OF DIRECTORS
| | Andrew E. Graves | Outside Directorships | | | Chairman of the Board | • Tiara Yachts | | | Age: 65 | • American Chemet Corporation | | | Director Since: 2010 | |
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.
NOMINEES FOR BOARD OF DIRECTORS
| | Christina Hennington | THOR Committees | | | | • Compensation and Development | | | Age: 49 | • ESG&N | | | Director Since: 2021 | |
NOMINEES FOR BOARD OF DIRECTORS
Ms. Hennington joined our Board in September 2021. Ms. Hennington is the Executive Vice President and Chief Strategy & Growth Officer of Target Corp, a position she has held since June of 2024. From February 2021 through June 2024, Ms. Hennington served as Target Corp.’s EVP & Chief Growth Officer. She is a member of Target’s leadership team and has been employed by Target in various roles since June 2003. A forward-thinking enterprise leader, Ms. Hennington is responsible for ensuring Target’s strategy remains relevant and differentiated as it pursues its next growth horizon, establishing and strengthening relationships with strategic partners, and leveraging the power of technology and generative AI to support every aspect of Target’s business. In previous roles she has led the merchandising teams, including all product development, design, sourcing, and the commercial strategies behind the core business. Before joining Target, Christina spent several years consulting with PwC and as a product manager for two Boston-based technology start-ups. She is a Henry Crown Fellow of the Aspen Institute. She was previously the Board Chair for Second Harvest Heartland and a member of several other non-profit boards. Ms. Hennington received her bachelor’s degree from Cornell University and her MBA from the Kellogg School of Management at Northwestern University. Our ESG&N Committee and Board believe her experience in areas relevant to THOR’s strategic plan make her an asset to our Board.
NOMINEES FOR BOARD OF DIRECTORS
| | Amelia A. Huntington | Outside Directorships | THOR Committees | | | | • Duchossois Capital Management | • Compensation and Development (Chair) | | | Age: 58 | • S & C Electric Company | • Audit | | | Director Since: 2018 | | |
NOMINEES FOR BOARD OF DIRECTORS
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.
NOMINEES FOR BOARD OF DIRECTORS
| 18 | | |
NOMINEES FOR BOARD OF DIRECTORS
| | Laurel Hurd | Outside Directorships | THOR Committees | | | | • Interface, Inc. | • Audit (Financial Expert) | | | Age: 54 | | • Compensation and Development | | | Director Since: 2021 | | |
NOMINEES FOR BOARD OF DIRECTORS
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.
NOMINEES FOR BOARD OF DIRECTORS
| | William J. Kelley Jr. | Outside Directorships | THOR Committees | | | | • Chicago’s Children Museum | • Audit (Chair and Financial Expert) | | | Age: 60 | • Chicago Youth Centers | • ESG&N | | | Director Since: 2020 | | |
NOMINEES FOR BOARD OF DIRECTORS
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 American 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, from February 2020 to July 2022. 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.
NOMINEES FOR BOARD OF DIRECTORS
| | Christopher Klein | Outside Directorships | THOR Committees | | | | • Vontier, Inc. | • ESG&N (Chair) | | | Age: 61 | • W.W. Grainger, Inc. | • Audit (Financial Expert) | | | Director Since: 2017 | | |
NOMINEES FOR BOARD OF DIRECTORS
Mr. Klein, who became a Director in December 2017, retired as the Chief Executive Officer in January 2020, and as the Executive Chairman of Fortune Brands Home & Security, Inc., a leading manufacturer of home and security products in December 2020. Mr. Klein joined Fortune Brands, Inc. in 2003 and held corporate strategy, business development, and operational positions until he became CEO of Fortune Brands Home & Security in 2010. Previously, Mr. Klein held key strategy and operating positions at Bank One Corporation and served as a partner at McKinsey & Company, a global management consulting firm. Mr. Klein spent his early career in commercial banking, at both ABN AMRO and First Chicago. Our ESG&N Committee and Board believe that his management experience as chief executive officer of a public company, as well as his treasury and consulting background make him an asset to our Board.
NOMINEES FOR BOARD OF DIRECTORS
| | 19 | | NOTICE OF 2024 ANNUAL MEETING AND PROXY STATEMENT | |
NOMINEES FOR BOARD OF DIRECTORS
| | Jeffrey D. Lorenger | Outside Directorships | THOR Committees | | | | • HNI Corporation | • Compensation & Development | | | Age: 59 | | • ESG&N | | | Director Since: 2024 | | |
NOMINEES FOR BOARD OF DIRECTORS
Mr. Lorenger became a Director in February 2024. He is the President, Chief Executive Officer, and Chairman of the Board of HNI Corporation, a leading manufacturer of workplace furnishings and residential building products. He has served in the role of President and CEO since June 2018 and has been Chairman of HNI Board of Directors since February 2020. Mr. Lorenger has held several roles at HNI during his 25 years including President of Office Furniture, President of Allsteel, and General Counsel of HNI prior to assuming his current role. Mr. Lorenger also serves on the Tippie School of Business Advisory Board at the University of Iowa and is a member of the Iowa Business Counsel. Our ESG&N Committee and Board believe that his executive and management experience make him an asset to our Board.
NOMINEES FOR BOARD OF DIRECTORS
| | Robert W. Martin | | | President and Chief Executive Officer | | | Age: 55 | | | Director Since: 2013 |
NOMINEES FOR BOARD OF DIRECTORS
Mr. Martin has been with our Company since 2001 when we acquired Keystone RV Company (“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. Mr. Martin held various positions with Keystone RV, including Vice President of Sales and General Manager of Sales. Prior to joining Keystone RV, Mr. Martin held positions at Coachmen Industries, Inc., a former recreational vehicle and manufactured housing company. Our ESG&N Committee and Board believe that his extensive experience with our Company and the industry make him an asset to our Board.
NOMINEES FOR BOARD OF DIRECTORS
| | Peter B. Orthwein | Outside Directorships | | | Chairman Emeritus of the Board Age: 79 Director Since: 1980 | • Safety Speed Manufacturing Company, Inc. • Squirt Gun Holdings, Inc. • Precision Feedthrough Holdings, LLC • Base Holding Company |
NOMINEES FOR BOARD OF DIRECTORS
Mr. Orthwein, a co-founder of our Company, currently serves as Chairman Emeritus of the Board, having been appointed to this position after retiring from the Company in August 2019. Mr. Orthwein has served as a Director of our Company since its inception. He served as our Executive Chairman from August 2013 until his retirement in August 2019. From November 2009 to August 2013, Mr. Orthwein served as the Company’s Chairman and CEO. In addition, he served as the Company’s President and CEO from November 2009 to August 2012. Mr. Orthwein was previously Chairman of our Company from 1980 to 1986, Vice Chairman of our Company from 1986 to November 2009, and Treasurer of our Company from 1980 to November 2009. Our ESG&N Committee and Board believe that his extensive experience with our Company and the industry make him an asset to our Board. Our Board adopted a Diversity Policy in October 2017. The Diversity Policy requires our Board to obtain an initial slate of candidates that includes qualified candidates with diversity of race, ethnicity, and gender.
NOMINEES FOR BOARD OF DIRECTORS
| 20 | | |
NOMINEES FOR BOARD OF DIRECTORS
| Fiscal Year 2024 Board of Directors’ Skills Matrix |
NOMINEES FOR BOARD OF DIRECTORS
| SKILL | | | | | | | | | | | Business Ethics | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Business Operations | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Corporate Governance | ● | ● | ● | ● | ● | ● | ● | | ● | | Corporate Responsibility | ● | ● | | | | ● | ● | ● | | | Cybersecurity | | ● | | | ● | | ● | | | | Environmental | | ● | | ● | | | ● | | | | Executive Leadership | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Finance/Capital Allocation | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Financial Expertise Literacy | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Government/Public Policy | | | | | | | | ● | | | Insurance Industry | | | | | ● | | | | | | Innovation and Emerging Technologies | | ● | | | | | ● | | | | International | ● | | ● | ● | ● | ● | ● | ● | | | Investments | | | | | ● | ● | | | ● | | Legal/Compliance | | | | | | | ● | | | | Marketing/Sales | ● | ● | ● | ● | | ● | ● | ● | | | Mergers & Acquisitions | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Outdoor/Recreational Industry Experience | ● | | | | | | | ● | ● | | Project Management | | ● | | | ● | | ● | ● | | | Risk Management | | ● | | | ● | | ● | ● | | | Strategic Alliances | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Strategy | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Sustainability/Climate | | | | ● | | | ● | | | | Systems (IoT) | | | ● | | | | | | | | Talent Management and Compensation | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Taxation | | | | | ● | | | | | | Technology Systems | | | | | ● | | | | | | GENDER | | | | | | | | | | | Female | | ● | ● | ● | | | | | | | Male | ● | | | | ● | ● | ● | ● | ● | | RACE/ETHNICITY | | | | | | | | | | | White | ● | ● | ● | ● | | ● | ● | ● | ● | | Black/African American | | | | | ● | | | | |
NOMINEES FOR BOARD OF DIRECTORS
| | 21 | | NOTICE OF 2024 ANNUAL MEETING AND PROXY STATEMENT | |
NOMINEES FOR BOARD OF DIRECTORS
Board of Directors
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION For service in Fiscal Year 2024, each of our non-employee Directors received an annual cash retainer of $170,000, payable quarterly, plus reimbursement for expenses. During Fiscal Year 2024, 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 $20,000, payable quarterly. The following table summarizes the compensation paid to our non-employee Directors in Fiscal Year 2024:
DIRECTOR COMPENSATION
| Director Compensation |
DIRECTOR COMPENSATION
| NAME | Fees Earned or Paid in Cash ($)(1) | Option Awards ($) | Stock Awards ($)(2) | Total ($) | | Andrew E. Graves | $420,000 | — | $129,910 | $549,910 | | Christina Hennington | $170,000 | — | $129,910 | $299,910 | | Amelia A. Huntington | $190,000 | — | $129,910 | $319,910 | | Laurel Hurd | $170,000 | — | $129,910 | $299,910 | | Wilson Jones(3) | $85,000 | — | $129,910 | $214,910 | | William J. Kelley Jr. | $195,000 | — | $129,910 | $324,910 | | Christopher Klein | $190,000 | — | $129,910 | $319,910 | | Jeffrey D. Lorenger(4) | $85,000 | — | $77,430 | $162,430 | | Peter B. Orthwein | $170,000 | — | $129,910 | $299,910 |
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. (2) Director Stock Awards were awarded to all then-current directors on October 10, 2023. (3) Mr. Jones retired from the Board during Fiscal Year 2024 and was paid a retainer for two (2) quarters. (4) Mr. Lorenger joined the Board February 2024 and on March 25, 2024, he was awarded one-half the number of shares that each Director was awarded on October 10, 2023 (one-half being 705 shares). The Stock Award amount listed in this table is reflective of the value of those 705 shares as of the date of grant to Mr. Lorenger.
DIRECTOR COMPENSATION
| | 27 | | NOTICE OF 2024 ANNUAL MEETING AND PROXY STATEMENT | |
DIRECTOR COMPENSATION
Executive Officers Who Are Not Directors The following is a list of the names, ages, titles, and certain biographical information of our current Executive Officers who are not Directors as of November 6, 2024. Executive Officers serve at the discretion of our Board of Directors.
DIRECTOR COMPENSATION
| | Colleen Zuhl | | | Senior Vice President and Chief Financial Officer Age: 58 |
DIRECTOR COMPENSATION
Mrs. 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, Mrs. 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, Mrs. 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.
DIRECTOR COMPENSATION
| | Trevor Q. Gasper Senior Vice President, General Counsel, and Corporate Secretary Age: 43 |
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.
DIRECTOR COMPENSATION
| | Todd Woelfer Senior Vice President and Chief Operating Officer Age: 57 |
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.
DIRECTOR COMPENSATION
| | Michele McDermott Chief Human Resources Officer Age: 54 |
DIRECTOR COMPENSATION
Ms. McDermott has been with our Company since January 2024 and currently serves as our Chief Human Resources Officer. She was previously with Hub Group as their Executive Vice President and CHRO. Ms. McDermott previously served in leadership roles of increasing responsibility at Assurance, National Express Group and United Service Companies. Ms. McDermott received her bachelor’s degree in business administration from Lewis University and Master of Business Administration in Finance and Operations from DePaul University’s Kellstadt Graduate School of Business.
DIRECTOR COMPENSATION
| 28 | | |
DIRECTOR COMPENSATION
Proposal 2
HIGHLIGHTS OF EXECUTIVE COMPENSATION PRACTICES
HIGHLIGHTS OF EXECUTIVE COMPENSATION PRACTICES What We Do: REMAIN COMPETITIVE Annual benchmarking to compare our executive officers’ pay to our compensation peers and the market more broadly. ALIGN WITH SHAREHOLDER INTERESTS Actual compensation is heavily weighted toward incentive compensation with performance criteria that aligns with the interests of our shareholders. REMAIN COMPLIANT Including the maintenance of our comprehensive and SEC-compliant “no fault” clawback policy. REQUIRE INVESTMENT IN COMPANY Maintenance of and strict adherence to our Stock Ownership and Retention Guidelines. MOTIVATE ACHIEVEMENT OF FINANCIAL GOALS Utilization of challenging short-term and long-term performance metrics that align with the interests of our shareholders. These goals are reset annually and are utilized in determining MIP and LTI awards. USE OF COMPENSATION CONSULTANT The Compensation and Development Committee works with an independent compensation consultant. REVIEW AND EVALUATE TALLY SHEETS The Committee reviews and discusses each executive’s tally sheet before making any decision on the executive’s pay. ANNUAL SHAREHOLDER “SAY ON PAY” VOTE We value our shareholders’ input on our executive compensation practices and programs. Our Board seeks an annual non-binding advisory vote from shareholders to approve executive compensation disclosed in our CD&A, tabular disclosures, and related narrative. What We Don’t Do: EXERCISE UNDUE DISCRETION No upward adjustment of total compensation targets once set and no discretionary awards paid to our NEOs. AWARD OPTIONS OR SARS Our Company does not award stock options or SARs. PROVIDE UNREASONABLE PERQUISITES No perquisites awarded to our NEOS other than a periodic physical exam and ability to lease a recreational vehicle manufactured by one of our North American companies. ALLOW HEDGING OR PLEDGING OF STOCK No hedging, short sale, or pledging of THOR stock. PAY DIVIDENDS BEFORE SHARES ARE EARNED No dividends or dividend equivalents earned on unvested PSUs or RSUs. OUR COMPENSATION PHILOSOPHY: INCENTIVIZE VALUE CREATION BY TYING PAY TO PERFORMANCE OUR PLAN We believe executive compensation should be directly linked to performance and long-term value creation for our shareholders. We provide a framework that encourages outstanding financial results and shareholder returns over the long-term while continuing to attract, retain, and motivate a premier management team to sustain and grow our Company. Our NEO compensation is comprised of (i) a base salary; (ii) a non-equity cash incentive component (our Management Incentive Plan or “MIP”); and (iii) a long-term equity incentive component (“LTI”). The LTI consists of Restricted Stock Units (“RSUs”) and Performance Share Units (“PSUs”). Fiscal Year 2024 marked the Company’s fifth year under its revised compensation plan which relies heavily upon variable incentive compensation measured by adjusted net income before income tax (our “Company Adjusted NBT”)(1), adjusted return on invested capital (“ROIC”), and adjusted free cash flow (“FCF”). Fiscal Year 2024 marked our first year incorporating non-financial metrics into our NEO compensation plan with 10% of target RSUs being contingent upon Management achieving certain ESG metrics related to employee engagement and retention. The foundation of the compensation plan is an annual benchmarking process to compare Management’s pay to that of our compensation peers, our industry competitors, and the market more broadly. For benchmarking in Fiscal Year 2024, our CEO’s targeted total compensation was set at 48% of the median targeted CEO compensation for our executive compensation peer group. Once target total compensation is determined, half of that targeted compensation is designed to be paid in cash compensation through a combination of base salary and MIP while the other half is designed to be paid as LTI in equal parts RSU and PSU awards. Target LTI Cash 50.0% RSU (NBT) 22.5% PSU (ROIC) 12.5% PSU (FCF) 12.5% RSU (ESG) 2.5%
OUR PLAN
OUR PLAN We believe executive compensation should be directly linked to performance and long-term value creation for our shareholders. We provide a framework that encourages outstanding financial results and shareholder returns over the long-term while continuing to attract, retain, and motivate a premier management team to sustain and grow our Company. Our NEO compensation is comprised of (i) a base salary; (ii) a non-equity cash incentive component (our Management Incentive Plan or “MIP”); and (iii) a long-term equity incentive component (“LTI”). The LTI consists of Restricted Stock Units (“RSUs”) and Performance Share Units (“PSUs”). Fiscal Year 2024 marked the Company’s fifth year under its revised compensation plan which relies heavily upon variable incentive compensation measured by adjusted net income before income tax (our “Company Adjusted NBT”)(1), adjusted return on invested capital (“ROIC”), and adjusted free cash flow (“FCF”). Fiscal Year 2024 marked our first year incorporating non-financial metrics into our NEO compensation plan with 10% of target RSUs being contingent upon Management achieving certain ESG metrics related to employee engagement and retention. The foundation of the compensation plan is an annual benchmarking process to compare Management’s pay to that of our compensation peers, our industry competitors, and the market more broadly. For benchmarking in Fiscal Year 2024, our CEO’s targeted total compensation was set at 48% of the median targeted CEO compensation for our executive compensation peer group. Once target total compensation is determined, half of that targeted compensation is designed to be paid in cash compensation through a combination of base salary and MIP while the other half is designed to be paid as LTI in equal parts RSU and PSU awards. For Fiscal Year 2024, the annual target MIP and 90% of the RSU awards were each converted to a sharing percentage and were awarded relative to the Company’s performance compared to the annually forecasted target Company Adjusted NBT. The other 10% of the projected RSU awards was awardable based on the NEOs achieving two (2) ESG metrics related to employee engagement and retention in North America. Though RSU awards are based on a one-year performance period, once awarded, such RSU awards are subject to vesting over a three-year period beginning on the one-year anniversary of the award grant. The PSU awards are subdivided into two equal awards based upon FCF and ROIC, relative to forecasted performance over a three-year period. At the conclusion of the three-year period, actual FCF and ROIC performance are each measured against the forecasted performance and awards vest based on the following schedule (with ROIC and FCF components measured separately):
OUR PLAN
| Percentage of Realization of Target | Percentage of Payout of Award | | Less than 50% | 0% | | 50% – 150% | The actual percentage of realization will equal the percentage of payout | | Greater than 150% | 200% |
OUR PLAN
The total targeted compensation, the sharing percentages for MIP and RSUs, any ESG metric, and the three-year performance metrics for PSUs are reset each year based on new benchmarking, goal-setting, and forecasting by the Company. Only base salary is guaranteed because: (1) the MIP and 90% of the RSU elements of the incentive compensation pay $0 to our NEOs in circumstances where Company Adjusted NBT is not positive; (2) 10% of the RSU element pays $0 to our NEOs if the ESG metrics related to employee engagement and retention in North America are not achieved; and (3) the PSU element pays $0 to the NEOs when metrics are realized at less than the threshold of 50% of their respective forecasted targets at the end of the three-year period. (1) See Appendix A for reconciliation of non-GAAP financial measure to most directly comparable GAAP financial measure
OUR PLAN
This relative metric mechanism prevents excessive compensation that could arise from steadily growing Company Adjusted NBT, ROIC, and/or FCF as each year the compensation percentages are reset to align with the benchmarked targets and projected Company performance. Accordingly, as targeted performance rises, the sharing percentages used to calculate incentive compensation fall to maintain alignment with benchmarks. We will continue the critical analysis of our executive compensation plan relative to our return to our shareholders. Based on this ongoing assessment, the Committee will continue to evaluate annually whether the program requires further evolution. We also regularly solicit feedback from our shareholders who have continually expressed their support of our compensation plan through historical votes and direct feedback.
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. |
OUR PLAN
| 2. | WORK WITH COMPENSATION CONSULTANT. In Fiscal Year 2024, the Committee utilized WTW as its compensation consultant. |
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 help retain key talent, they also incentivize management to perform over the long term. |
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 2024 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. |
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. |
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 2024, no adjustment to base salaries was made for our existing NEOs except for Mr. Gasper, whose base salary was increased to $600,000. Mr. Gasper’s base salary was increased to bring his salary more in line with the bottom quartile of his compensation peer group benchmark.
CASH-BASED VARIABLE INCENTIVE AWARDS
CASH-BASED VARIABLE INCENTIVE AWARDS Our MIP provides cash-based variable incentive compensation. As set forth in the accompanying Appendix A, we generally rely on GAAP numbers to calculate our Company Adjusted NBT and then make standard adjustments to exclude certain gains and/or losses as a result of LIFO, non-controlling interests, detrimental or incremental impacts to NBT as a result of non-forecasted M&A activity, and certain foreign currency exchange gains/ losses. Target Company Adjusted NBT is determined prior to our Fiscal Year or within the first quarter thereof and a sharing percentage is calculated as “target MIP” divided by “target Company Adjusted NBT.” The result of that calculation is converted to a percentage. The amount of earned MIP for our NEOs is calculated and paid based on the Company Adjusted NBT on a quarterly basis. Beginning in Fiscal Year 2024, the Committee established a maximum cash-based variable incentive award to be paid in any fiscal year of $15,000,000. The key incentive metrics for our Fiscal Year 2024 MIP and total MIP actually paid for our NEOs were as follows:
CASH-BASED VARIABLE INCENTIVE AWARDS
| Fiscal Year 2024 Key Incentive Metrics | | | | NAME | Performance Metric(1) | Award | | Robert W. Martin | 1.244% of Company Adjusted NBT | $4,166,902 | | Colleen Zuhl | 0.459% of Company Adjusted NBT | $1,537,466 | | Todd Woelfer | 0.475% of Company Adjusted NBT | $1,591,060 | | Kenneth D. Julian(2) | 0.139% of Company Adjusted NBT | — | | Trevor Q. Gasper | 0.167% of Company Adjusted NBT | $559,383 | | Michele McDermott(3) | 0.051% of Company Adjusted NBT | $131,198 |
CASH-BASED VARIABLE INCENTIVE AWARDS
(1) Fiscal Year 2024 target Company Adjusted NBT was $456,148,000. Actual Company Adjusted NBT for Fiscal Year 2024 was $334,960,000. (2) Mr. Julian did not earn, and was not paid, any MIP attributable to Fiscal Year 2024. (3) Ms. McDermott started with the Company in January 2024 and earned quarterly MIP for the third and fourth quarters of Fiscal Year 2024 based upon a pro-rated target Company Adjusted NBT. (2) Peer group salary data referenced in this paragraph relates to the most recent disclosed summary compensation table data for each such peer. (3) This percentage was calculated excluding Mr. Julian who, due to the date of his resignation, did not earn any incentive-based pay for Fiscal Year 2024.
CASH-BASED VARIABLE INCENTIVE AWARDS
| | 39 | | NOTICE OF 2024 ANNUAL MEETING AND PROXY STATEMENT | |
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.
LONG-TERM EQUITY INCENTIVE PLAN
LONG-TERM EQUITY INCENTIVE PLAN Our LTI is comprised of both RSUs and PSUs. As discussed above, the target RSUs awarded for Fiscal Year 2024 were separated into two tranches: (1) a tranche consisting of 90% of the target RSUs evaluated on a single year (Fiscal Year 2024) performance of Company Adjusted NBT; and (2) a tranche consisting of 10% of the target RSUs evaluated based on Management’s achievement of ESG metrics related to employee engagement and retention. The actual award under each tranche is based on actual Company performance. The PSUs awarded in Fiscal Year 2024 will be evaluated on a three-year aggregate cycle (Fiscal Years 2024, 2025, and 2026) 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 2026. The RSUs awarded during Fiscal Year 2024, based on the metrics identified in the table below, are eligible to vest in three (3) equal annual installments beginning on the first anniversary of the grant. Participants must generally remain employees of our Company or one of its operating companies through the vesting period to be entitled to receive the stock that is issued upon vesting of the RSUs. 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 2024 were as follows:
LONG-TERM EQUITY INCENTIVE PLAN
| Fiscal Year 2024 RSU and PSU Awards | | | | | | | NAME | RSU % | RSU Amount | Total RSU Amount(1) | PSU Amount(1) | Total LTI | | Robert W. Martin | 90% (Company Adjusted NBT) 10% (ESG) | $2,123,396(2) $321,293 | $2,444,689 | $3,212,930 | $5,657,619 | | Colleen Zuhl | 90% (Company Adjusted NBT) 10% (ESG) | $932,087(3) $141,035 | $1,073,122 | $1,410,350 | $2,483,472 | | Todd Woelfer | 90% (Company Adjusted NBT) 10% (ESG) | $930,237(4) $140,755 | $1,070,992 | $1,407,550 | $2,478,542 | | Kenneth D. Julian(5) | 90% (Company Adjusted NBT) 10% (ESG) | — — | — | — | — | | Trevor Q. Gasper | 90% (Company Adjusted NBT) 10% (ESG) | $449,240(6) $67,975 | $517,215 | $679,750 | $1,196,965 | | Michele McDermott | 90% (Company Adjusted NBT) 10% (ESG) | $132,972(7) $21,250 | $154,222 | $212,500 | $366,722 |
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, 2026, if target ROIC and FCF objectives are met. (2) Mr. Martin’s target RSU amount for Fiscal Year 2024 was $3,212,930. 90% of this target was awarded relative to the Company’s achievement of target Company Adjusted NBT of $456,148,000 and 10% was awarded relative to Management’s achievement of certain ESG metrics related to employee engagement and retention. (3) Mrs. Zuhl’s target RSU amount for Fiscal Year 2024 was $1,410,350. 90% of this target was awarded relative to the Company’s achievement of target Company Adjusted NBT of $456,148,000 and 10% was awarded relative to Management’s achievement of certain ESG metrics related to employee engagement and retention. (4) Mr. Woelfer’s target RSU amount for Fiscal Year 2024 was $1,407,550. 90% of this target was awarded relative to the Company’s achievement of target Company Adjusted NBT of $456,148,000 and 10% was awarded relative to Management’s achievement of certain ESG metrics related to employee engagement and retention. (5) Mr. Julian did not earn any RSUs for Fiscal Year 2024 and he did not receive a grant of PSUs. (6) Mr. Gasper’s target RSU amount for Fiscal Year 2024 was $679,750. 90% of this target was awarded relative to the Company’s achievement of target Company Adjusted NBT of $456,148,000 and 10% was awarded relative to Management’s achievement of certain ESG metrics related to employee engagement and retention. (7) Ms. McDermott’s target RSU amount for Fiscal Year 2024 was a pro-rated $212,500. 90% of this target was awarded relative to the Company’s achievement of a pro-rated (due to her start date in January 2024) target Company Adjusted NBT and 10% was awarded relative to Management’s achievement of certain ESG metrics related to employee engagement and retention.
LONG-TERM EQUITY INCENTIVE PLAN
| 40 | | |
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
SEVERANCE PLANS AND CHANGE IN CONTROL AGREEMENTS
| | 41 | | NOTICE OF 2024 ANNUAL MEETING AND PROXY STATEMENT | |
SEVERANCE PLANS AND CHANGE IN CONTROL AGREEMENTS
with examples of key leaders leaving their company to start competitive businesses. Given Management’s longevity and track record of growth with the Company, the contracts remain important to secure and to protect the Company from such risk. As such, an essential element of the employment agreement was that each executive agrees not to compete against the Company during the term of his or her employment and for a period of two (2) years following termination of employment. The agreements also include confidentiality undertakings and agreements not to solicit Company customers or employees. The RV industry has a comparatively low barrier to entry, geographic concentration, and relies upon personal relationships with suppliers and dealers. Thus, the Company obtained a substantial benefit by collecting non-competition agreements from its NEOs in Fiscal Year 2021 and renewing these agreements with updated terms in Fiscal Year 2023. A cornerstone of the THOR Industries, Inc. 2016 Equity and Incentive Plan (as amended) (our “2016 Plan”) is its double-trigger vesting requirement. Specifically, the 2016 Plan provides for the vesting of shares only upon the occurrence of both a Change in Control (as defined by the 2016 Plan) and either a corresponding change in employment status or the failure of an acquirer to assume the awards. The aggregate value of change in control and termination benefits for each NEO is summarized under the subheading, “Potential Payments Upon Termination or Change in Control and Agreements with Resigning Officers” on page 52.
THE COMPENSATION COMMITTEE
THE COMPENSATION COMMITTEE Our Compensation and Development Committee is responsible for the oversight of our Executive Management compensation plan. Each year, the Committee engages in a thorough evaluation of the performance of our NEOs. The Board of Directors conducts a review of our CEO, Mr. Martin. These evaluations are significant inputs for the Committee as it determines the percentage of the peer group benchmark at which to set target compensation. Mr. Martin does not participate in his own performance evaluation or in setting his own compensation. For the other NEOs, the Chairman of the Board and the CEO evaluate each NEO’s individual performance and recommend to the Compensation and Development Committee a tailored compensation plan that relies on peer benchmark data for that individual. The Compensation and Development Committee then reviews and votes to approve or modify these recommendations. For more information on the Compensation and Development Committee, see the Corporate Governance Section of this Proxy Statement. Additionally, the Compensation and Development Committee’s charter can be found on our Company website at www.thorindustries.com.
OUR INDEPENDENT COMPENSATION CONSULTANT
OUR INDEPENDENT COMPENSATION CONSULTANT In Fiscal Year 2024, 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 2024, the compensation consultant provided the following services to the Committee:
OUR INDEPENDENT COMPENSATION CONSULTANT
| • | Provided periodic reports of executive compensation trends; |
OUR INDEPENDENT COMPENSATION CONSULTANT
| • | Provided peer group analysis, including benchmarking data, supporting recommendations for the Company’s board and executive compensation; |
OUR INDEPENDENT COMPENSATION CONSULTANT
| • | Reviewed drafts and commented on elements of the Company’s Compensation Discussion and Analysis; and |
OUR INDEPENDENT COMPENSATION CONSULTANT
| • | Advised the Committee of regulatory developments. |
OUR INDEPENDENT COMPENSATION CONSULTANT
In Fiscal Year 2024, the total fees and expenses paid to WTW were $240,636.
OUR INDEPENDENT COMPENSATION CONSULTANT
| 42 | | |
OUR COMPENSATION PEER GROUP
OUR COMPENSATION PEER GROUP Importantly, WTW assists the Committee in determining an appropriate compensation peer group. Our Company has a unique challenge in its peer review process. The Company’s largest competitor is part of a multinational conglomerate holding company and its executive pay practices are not publicly available but available information indicates that their program is heavily weighted to cash compensation. Two competitors are publicly traded but those competitors are not reasonable compensation peers due to significant size differences relative to the Company. Geographic proximity to our OEM and supply competitors makes the competition for key industry talent an ever-present challenge. Our compensation plan is, therefore, designed to attract and retain industry-leading talent through a program that is reasonable and heavily tied to our Company’s financial performance. In Fiscal Year 2024, as it has previously, the Committee benchmarked its executive pay against a peer group of publicly traded companies and used this data in conjunction with our own industry-specific knowledge in evaluating its executive compensation practices. The Compensation and Development Committee periodically reviews and, as necessary, updates the peer group. Our general guidelines for our peer group are to include companies that are one-half to two times our net sales. Our peer group represents manufacturing companies of similar size as expressed in sales and market capitalization. Additionally, we seek to identify manufacturing companies that introduce their products to market through dealerships or franchises. While the compensation peer group is not comprised of our market competitors, it nevertheless provides a meaningful basis for market comparison of our executive compensation packages. Included in our peer evaluation was the consideration of the disclosed peers of the members of our peer group. We believe our compensation peer group for Fiscal Year 2024 represents a solid comparator group for our Company. Our peer group for Fiscal Year 2024 consisted of the following companies*: We evaluate our pay for performance system on a regular and consistent basis. In doing so, we analyze the peer group’s compensation data as reported in their most recent proxy statements. In this process, we measure actual 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.
OUR COMPENSATION PEER GROUP
| MEASURING ALIGNMENT: EVALUATING THE RELATIONSHIP BETWEEN OUR FISCAL YEAR 2024 PERFORMANCE AND OUR COMPENSATION As previously noted, our founders developed a compensation strategy that was specifically intended to align pay with Company financial performance, which, over the long-term, aligns NEO pay with our shareholders’ interests. Consistent with prior years, our Fiscal Year 2024 compensation plan relied heavily upon variable incentive-based pay. The following graph and table depict the relative breakdown between base salary and variable incentive pay for Mr. Martin over the last two fiscal years: | |
OUR COMPENSATION PEER GROUP
| | Base Salary | MIP/Non-Equity Incentive Award | LTI-RSUs (NBT) | LTI-RSUs (ESG) | LTI-PSUs(1) | Total Compensation | | FY 2024 | $750,000 | $4,166,902 | $2,123,396 | $321,293 | $3,212,930 | $10,574,521 | | FY 2023 | $750,000 | $4,196,310 | $2,372,979 | n/a | $3,248,200 | $10,567,489 |
OUR COMPENSATION PEER GROUP
(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. As illustrated in the following charts, implementation of our philosophy resulted in approximately 93% of our CEO compensation as reported on the Summary Compensation Table and approximately 87% of our NEO compensation as reported on the Summary Compensation Table being variable, performance-based compensation for Fiscal Year 2024.
OUR COMPENSATION PEER GROUP
| 44 | | |
COMPENSATION RISK ASSESSMENT
| • | Oversight of the business and the MIP and LTI compensation provided to our NEOs; |
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; |
COMPENSATION RISK ASSESSMENT
| • | Consultation with and reliance on advice provided by our outside compensation consultant, WTW; |
COMPENSATION RISK ASSESSMENT
| • | The performance criteria of our MIP and LTI programs, which emphasize overall Company results over individual performance; |
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; |
COMPENSATION RISK ASSESSMENT
| • | Our ability to consider non-financial, compliance, and other qualitative performance factors in determining actual compensation payouts for Executive Officers; |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following Summary Compensation Table summarizes the total compensation awarded to our Named Executive Officers in Fiscal Years 2024, 2023, and 2022(1):
SUMMARY COMPENSATION TABLE
| NAME AND PRINCIPAL POSITION | Year | Salary ($) | Bonus ($)(2) | Share Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Comp ($)(5) | Total ($) | | Robert W. Martin | 2024 | 750,000 | — | 5,657,619 | — | 4,166,902 | — | — | 10,574,521 | | President and Chief Executive | 2023 | 750,000 | — | 5,621,179 | — | 4,196,310 | — | — | 10,567,489 | | Officer | 2022 | 750,000 | — | 7,391,246 | — | 7,725,472 | — | — | 15,866,718 | | Colleen Zuhl | 2024 | 725,000 | — | 2,483,472 | — | 1,537,466 | — | 7,112 | 4,753,050 | | Senior Vice President | 2023 | 725,000 | — | 2,478,583 | — | 1,564,550 | — | — | 4,768,133 | | and Chief Financial Officer | 2022 | 725,000 | — | 2,829,035 | — | 2,313,106 | — | — | 5,867,141 | | Todd Woelfer | 2024 | 650,000 | — | 2,478,542 | — | 1,591,060 | — | — | 4,719,602 | | Senior Vice President | 2023 | 650,000 | — | 2,491,649 | — | 1,626,718 | — | — | 4,768,367 | | and Chief Operating Officer | 2022 | 600,000 | — | 2,997,150 | — | 2,691,065 | — | — | 6,288,215 | | Kenneth D. Julian(6) | 2024 | 150,000 | — | — | — | — | — | 2,478,328 | 2,628,328 | | Former Senior Vice President | 2023 | 600,000 | — | 1,181,967 | — | 559,508 | — | — | 2,341,475 | | of Administration and Human | 2022 | 600,000 | — | 1,553,284 | — | 967,574 | — | — | 3,120,858 | | Resources | | | | | | | | | | | Trevor Q. Gasper | 2024 | 600,000 | — | 1,196,965 | — | 559,383 | — | — | 2,356,348 | | Senior Vice President, General | 2023 | 500,000 | — | 931,340 | — | 419,631 | — | — | 1,850,971 | | Counsel, & Corporate Secretary | 2022 | 364,946 | — | 747,730 | — | 303,510 | — | — | 1,416,186 | | Michele McDermott(7) | 2024 | 237,500 | — | 366,722 | — | 131,198 | — | — | 735,420 | | Chief Human Resources Officer | 2023 | — | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | — |
SUMMARY COMPENSATION TABLE
(1) All compensation figures in this table are rounded to the nearest dollar. (2) The amounts in this column reflect the payment of discretionary bonuses. No discretionary bonuses were paid during Fiscal Years 2024, 2023, or 2022. (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 90% on each NEO’s designated percentage of Fiscal Year 2024 Company Adjusted NBT and 10% based on the achievement of certain ESG metrics; all 100% valued as of the grant date as discussed on page 39; and (ii) PSU amounts calculated based on the grant date value of the award that would be achieved on a three-year cycle if target ROIC and FCF objectives are met. No PSUs will vest if a threshold is not met. For more information on threshold, target, and maximum PSUs granted in Fiscal Year 2024, see Grants of Plan-Based Awards in Fiscal Year 2024 which follows. (4) The amounts shown in this column are amounts earned under our MIP program for Fiscal Year 2024. (5) All Other Comp for Mrs. Zuhl consists of the incremental cost to the Company for an annual physical and health screening in Fiscal Year 2024. All Other Comp for Mr. Julian consists of all amounts paid and all amounts accrued to be paid to Mr. Julian as part of his separation from employment effective October 20, 2023. Because Mr. Julian’s resignation was determined to be “for good reason” under his executive employment contract due to a material diminution of Mr. Julian’s duties or responsibilities, the Company accrued a severance obligation to Mr. Julian of $2,466,500 payable in 24 equal monthly installments. Through July 31, 2024, the Company had paid COBRA premiums of $11,828 on Mr. Julian’s behalf and had paid Mr. Julian $924,937 in severance benefits. The remaining amount reflected in this column was accrued as of July 31, 2024, but is due to be paid in 15 equal monthly payments each month after July 2024. (6) Mr. Julian resigned from the Company in October 2023. (7) Ms. McDermott started with the Company in January 2024.
SUMMARY COMPENSATION TABLE
| | 47 | | NOTICE OF 2024 ANNUAL MEETING AND PROXY STATEMENT | |
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024 The following table summarizes the grants made to each of our NEOs for Fiscal Year 2024 under our 2016 Plan or other plans or arrangements:
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024
| | | Estimated Possible Payouts Under | | | Estimated Possible Payouts Under | | | Grant Date Fair Value of Share and Option Awards $(4) | | | | Non-Equity Incentive Plan Awards | | | Equity Incentive Plan Awards | | | | | NAME | Grant Date | Threshold ($) | Target ($)(1) | Maximum ($)(2) | Threshold ($)(#) | Target ($)(#) | Maximum ($)(#) | | | Robert W. Martin | 9/21/2023 (MIP) | $0 | $5,675,860 | $15,000,000 | | | | | | | 9/21/2023 (RSU) | | | | $0 | $3,212,930(3) | | $2,444,689 | | | 9/21/2023 (PSU) | | | | 16,853 | 33,706(5) | 67,412 | $3,212,856 | | Colleen Zuhl | 9/21/2023 (MIP) | $0 | $2,095,700 | $15,000,000 | | | | | | | 9/21/2023 (RSU) | | | | $0 | $1,410,350(3) | | $1,073,122 | | | 9/21/2023 (PSU) | | | | 7,397 | 14,794(5) | 29,588 | $1,410,164 | | Todd Woelfer | 9/21/2023 (MIP) | $0 | $2,165,100 | $15,000,000 | | | | | | | 9/21/2023 (RSU) | | | | $0 | $1,407,550(3) | | $1,070,992 | | | 9/21/2023 (PSU) | | | | 7,383 | 14,766(5) | 29,532 | $1,407,495 | | Kenneth D. Julian | 9/21/2023 (MIP) | $0 | $633,250 | $15,000,000 | | | | | | | 9/21/2023 (RSU) | | | | $0 | $616,625(3) | | $0 | | | — | | | | — | — | — | — | | Trevor Q. Gasper | 9/21/2023 (MIP) | $0 | $759,500 | $15,000,000 | | | | | | | 9/21/2023 (RSU) | | | | $0 | $679,750(3) | | $517,215 | | | 9/21/2023 (PSU) | | | | 3,565 | 7,130(5) | 14,260 | $679,632 | | Michele McDermott | 1/29/2024 (MIP) | $0 | $187,500 | $15,000,000 | | | | | | | 1/29/2024 (RSU) | | | | $0 | $212,500(3) | | $154,222 | | | 1/29/2024 (PSU) | | | | 1,118 | 2,236(5) | 4,472 | $252,847 |
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024
(1) To determine awards granted during Fiscal Year 2024, we calculated a percentage share for MIP based on target MIP divided by a target Company Adjusted NBT of $456,148,000. The target Company Adjusted NBT was pro-rated for Ms. McDermott when she joined the Company in January 2024. The number set forth in this column represents the target MIP. Actual MIP payments based upon actual Company Adjusted NBT for Fiscal Year 2024 are included in the Summary Compensation Table above. (2) Our 2016 Plan limits total cash awards at $20,000,000 in any calendar year and, beginning in Fiscal Year 2024, the Compensation and Development Committee has further limited total cash awards to $15,000,000 in any fiscal year. (3) This number represents the target RSU value. For the RSU portion of the equity incentive awards granted during Fiscal Year 2024, 90% of the target consisted of RSUs to be awarded based on the actual Company Adjusted NBT relative to a target Company Adjusted NBT of $456,148,000 and 10% of the target consisted of RSUs to be awarded based on the achievement of certain ESG metrics related to employee retention and culture. (4) Represents the fair value of awards at target as of the grant date pursuant to FASB ASC Topic 718. (5) As described on page 35, each NEO was awarded performance stock units under the 2016 Plan from which Common Stock may be distributable. These targeted awards are subject to adjustment at the conclusion of the three-year measurement period based upon the Company’s performance against its goals for both ROIC and FCF. Payout for the PSUs will be adjusted based on the following schedule (with ROIC and FCF components measured separately and weighted equally):
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024
| Percentage of | Percentage of | | Realization of Target | Payout of Award | | Less than 50% | 0% | | 50% – 150% | The actual percentage of realization will equal the percentage of payout | | Greater than 150% | 200% |
GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024
| 48 | | |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END The following table sets forth information concerning option awards and share awards held by our NEOs as of July 31, 2024:
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| | Stock Awards | | | | | NAME | Number of Shares or Units That Have Not Vested (#)(1) | Market Value of Shares or Units That Have Not Vested ($) | 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 | 78,157(3) | $8,295,584 | 103,386 | $10,973,390 | | Colleen Zuhl | 31,216(4) | $3,313,266 | 43,924 | $4,662,093 | | Todd Woelfer | 31,591(5) | $3,353,069 | 44,618 | $4,735,755 | | Kenneth D. Julian | — | — | — | — | | Trevor Q. Gasper | 8,365(6) | $887,861 | 16,904 | $1,794,191 | | Michele McDermott | —(7) | $0 | 2,236 | $237,329 |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
(1) The shares in this column represent unvested RSUs. (2) The shares in this column represent unvested PSUs. The number of earned PSUs will be determined after the respective three-year performance period based on performance measured against ROIC and FCF targets. The number of shares indicated represents shares that would be earned if the target level of performance is achieved. (3) Mr. Martin received a restricted stock unit award of 44,431 units on October 7, 2021; 56,418 units on October 11, 2022; and 25,734 units on October 10, 2023. These units vest in three equal annual installments commencing on the one-year anniversary date of each of the awards respectively. (4) Mrs. Zuhl received a restricted stock unit award of 16,392 units on October 7, 2021; 21,603 units on October 11, 2022; and 11,350 units on October 10, 2023. These units vest in three equal annual installments commencing on the one-year anniversary date of each of the awards respectively. (5) Mr. Woelfer received a restricted stock unit award of 14,839 units on October 7, 2021; 22,856 units on October 11, 2022; and 11,406 units on October 10, 2023. These units vest in three equal annual installments commencing on the one-year anniversary date of each of the awards respectively. (6) Mr. Gasper received a restricted stock unit award of 807 units on October 7, 2021; 5,738 units on October 11, 2022; and 4,270 units on October 10, 2023. These units vest in three equal annual installments commencing on the one-year anniversary date of each of the awards respectively. (7) Ms. McDermott started with the Company in January 2024 and had no outstanding RSU awards at year-end.
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| | 51 | | NOTICE OF 2024 ANNUAL MEETING AND PROXY STATEMENT | |
OPTION EXERCISES AND SHARES VESTED IN FISCAL YEAR 2024
OPTION EXERCISES AND SHARES VESTED IN FISCAL YEAR 2024 There were no options exercised by our NEOs in Fiscal Year 2024. None of our NEOs holds options, and no options were awarded in Fiscal Year 2024. The following table summarizes information regarding the vesting of share awards for each NEO in Fiscal Year 2024:
OPTION EXERCISES AND SHARES VESTED IN FISCAL YEAR 2024
| | Stock Awards | | | NAME | Number of Shares Acquired Upon Vesting (#) | Value Realized on Vesting ($) | | Robert W. Martin | 97,943 | $9,017,324 | | Colleen Zuhl | 36,949 | $3,401,189 | | Todd Woelfer | 34,493 | $3,177,048 | | Kenneth D. Julian(1) | 48,232 | $4,261,235 | | Trevor Q. Gasper | 2,437 | $226,548 | | Michele McDermott(2) | — | $0 |
OPTION EXERCISES AND SHARES VESTED IN FISCAL YEAR 2024
(1) Upon Mr. Julian’s resignation for good reason, all unvested RSUs and PSUs vested in accordance with his employment contract. (2) Ms. McDermott started with the Company in January 2024.
NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024
NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024 The following table shows the contributions, earnings, and account balances for Fiscal Year 2024 for the NEOs participating in our Deferred Compensation Plan(1):
NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024
| NAME | Executive Contributions in Fiscal Year 2024(2) | Registrant Contributions in Fiscal Year 2024 | Aggregate Earnings in Fiscal Year 2024 | Aggregate Withdrawals/ Distributions | Aggregate Balance at 7/31/24 | | Colleen Zuhl | — | — | $43,571 | — | $422,142 | | Todd Woelfer | $101,837 | — | $384,949 | — | $2,781,857 | | Kenneth D. Julian | — | — | $82,069 | $115,442 | $485,091 |
NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024
(1) Our NEOs, like any highly compensated employee at THOR, are ineligible to participate in THOR’s 401(k) plan but may elect to participate in THOR’s Non-Qualified Deferred Compensation Plan. Messrs. Martin and Gasper and Ms. McDermott do not participate in THOR’s Non-Qualified Compensation Plan. (2) The amounts shown as executive contributions are contributed from salary and so, necessarily, also included in the amounts shown as Fiscal Year 2024 salary in the Summary Compensation Table on page 46.
NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024
| 52 | | |
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, 2024, and excepting: (i) potential payments under our Deferred Compensation Plan, (ii) the previously discussed lapsing of restrictions on certain restricted awards in the event of a change in control and a failure of the continuing entity to assume, convert or replace such award and (iii) amounts provided for in the employment agreements between our NEOs and the Company described in this section, there were no potential obligations owed to our NEOs or their beneficiaries under existing plans or arrangements, whether written or unwritten, in the event of a change in control or termination of employment, including because of death, disability, or retirement. The Company and its NEOs are party to separate but substantively identical employment contracts. As discussed previously, the contracts provide for certain robust non-competition, non-solicitation, non-disparagement, and confidentiality undertakings that protect the Company. Prior to June 2021, the Company did not enjoy these protections and left itself open to competition from its Management in the event of a separation from employment, which is a substantial risk in the recreational vehicle industry because relationships drive business, and the industry is susceptible to start-up competition. Our executive contracts are discussed in the context of employment separation scenarios below:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The table below quantifies the value of compensation and benefits required to be paid to each NEO employed at the end of our fiscal year upon various employment separation scenarios that would exceed the compensation benefits generally available to employees in each such separation scenario as discussed previously. The total column in the following table does not reflect compensation or benefits previously accrued or earned by the NEOs, such as deferred compensation. Benefits and payments are calculated as of July 31, 2024.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | Voluntary | Death | | Without Cause/For | | NAME | Separation(1) | or Disability | For Cause(1) | Good Reason | | Robert W. Martin | | | | | | Cash | — | $1,460,095 | — | $12,851,720 | | RSUs Settled | $8,295,584(3) | $10,740,273(3) | — | $8,295,584(4) | | PSUs Settled | $10,973,390(5) | $10,973,390(5) | — | $10,973,390(6) | | Other Benefits(2) | — | — | — | $68,574 | | TOTAL | $19,268,974 | $23,173,758 | — | $32,189,268 | | Colleen Zuhl | | | | | | Cash | — | $538,733 | — | $5,641,400 | | RSUs Settled | $3,313,266(3) | $4,386,388(3) | — | $3,313,266(4) | | PSUs Settled | $4,662,093(5) | $4,662,093(5) | — | $4,662,093(6) | | Other Benefits(2) | — | — | — | $56,180 | | TOTAL | $7,975,359 | $9,587,214 | — | $13,672,939 | | Todd Woelfer | | | | | | Cash | — | $557,512 | — | $5,630,200 | | RSUs Settled | $3,353,069(3) | $4,424,061(3) | — | $3,353,069(4) | | PSUs Settled | $4,735,755(5) | $4,735,755(5) | — | $4,735,755(6) | | Other Benefits(2) | — | — | — | $56,180 | | TOTAL | $8,088,824 | $9,717,328 | — | $13,775,204 | | Trevor Q. Gasper | | | | | | Cash | — | $196,010 | — | $2,719,000 | | RSUs Settled | $887,861(3) | $1,405,076(3) | — | $887,861(4) | | PSUs Settled | $1,794,191(5) | $1,794,191(5) | — | $1,794,191(6) | | Other Benefits(2) | — | — | — | $68,574 | | TOTAL | $2,682,052 | $3,395,277 | — | $5,469,626 | | Michele McDermott | | | | | | Cash | — | $59,859 | — | $850,000 | | RSUs Settled | — | $154,222(3) | — | — | | PSUs Settled | $237,329(5) | $237,329(5) | — | $237,329(6) | | Other Benefits(2) | — | — | — | $68,574 | | TOTAL | $237,329 | $451,410 | — | $1,155,903 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
(1) If an executive voluntarily terminates his or her employment with the Company or his or her employment is terminated by the Company for Cause, the executive would be entitled to receive a distribution of the balance in the executive’s account under the Deferred Compensation Plan shown in the table on page 51 above but would receive no other cash benefits or other cash payments in connection with such a termination. (2) Other Benefits include COBRA premium payments for up to 24 months and outplacement services. (3) Valuation is based on a July 31, 2024 separation date, but RSUs would be awarded and valued on the date of actual vesting in accordance with the award vesting schedule. (4) RSUs vest in full on the date of separation. Valuation is based on July 31, 2024 separation date. (5) Valuation based on July 31, 2024 separation date, but actual value would be determined at time of vesting. (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, 2024.
FISCAL YEAR 2024 CEO PAY RATIO
FISCAL YEAR 2024 CEO PAY RATIO In accordance with SEC rules, for Fiscal Year 2024, 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:
FISCAL YEAR 2024 CEO PAY RATIO
| • | The Fiscal Year 2024 annual total compensation of our President and CEO was $10,574,521. |
FISCAL YEAR 2024 CEO PAY RATIO
| • | The Fiscal Year 2024 annual total compensation of our median compensated employee was $56,330. |
FISCAL YEAR 2024 CEO PAY RATIO
| • | 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 2024 was 188 to 1*. |
FISCAL YEAR 2024 CEO PAY RATIO
* This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of SEC Regulation S-K.
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.
PAY VERSUS PERFORMANCE
| YEAR (1) | Summary Compensation Table Total for PEO (2) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Table Total for non-PEO Named Executive Officers (2) | Average Compensation Actually Paid to non-PEO Named Executive Officers (4) | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | Net Income (in millions) | Company Adjusted NBT (in millions) (7) | | 2024 | $10,574,521 | $10,397,043 | $3,038,549 | $2,955,006 | $100.36 | $110.39 | $265 | $335 | | 2023 | $10,567,489 | $19,019,951 | $3,432,237 | $5,647,940 | $107.17 | $118.08 | $374 | $518 | | 2022 | $15,866,718 | $14,952,360 | $4,173,100 | $3,818,733 | $76.59 | $114.50 | $1,138 | $1,512 | | 2021 | $19,085,967 | $16,384,052 | $4,444,238 | $3,924,886 | $105.45 | $129.51 | $660 | $834 |
PAY VERSUS PERFORMANCE
(1) Robert W. Martin served as the Company’s Principal Executive Officer (“PEO”) for the entirety of Fiscal Years 2021, 2022, 2023, and 2024. The Company’s other NEOs for the applicable years were as follows:
PAY VERSUS PERFORMANCE
| • | Fiscal Year 2024 – Colleen Zuhl, Todd Woelfer, Kenneth D. Julian, Trevor Q. Gasper, and Michele McDermott |
PAY VERSUS PERFORMANCE
| • | Fiscal Year 2023 – Colleen Zuhl, Todd Woelfer, Kenneth D. Julian, and Trevor Q. Gasper |
PAY VERSUS PERFORMANCE
| • | Fiscal Year 2022 – Colleen Zuhl, Todd Woelfer, Kenneth D. Julian, and Trevor Q. Gasper |
PAY VERSUS PERFORMANCE
| • | Fiscal Year 2021 – Colleen Zuhl, Todd Woelfer, Kenneth D. Julian, and Josef Hjelmaker |
PAY VERSUS PERFORMANCE
(2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable fiscal year in the case of our PEO, Mr. Martin; and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs other than the PEO for the applicable year. (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:
PAY VERSUS PERFORMANCE
| PEO | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table – Total Compensation (a) | $10,574,521 | $10,567,489 | $15,866,718 | $19,085,967 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year (b) | $5,657,619 | $5,621,179 | $7,391,246 | $8,648,124 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year (c) | $6,308,962 | $11,398,863 | $6,057,340 | $6,360,666 | | + Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Year (d) | ($1,141,663) | $3,077,766 | ($2,231,755) | $441,414 | | + Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year (e) | $0 | $0 | $0 | $0 | | + Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f) | $312,842 | ($402,988) | $2,651,303 | ($855,871) | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year (g) | $0 | $0 | $0 | $0 | | = Compensation Actually Paid | $10,397,043 | $19,019,951 | $14,952,360 | $16,384,052 |
PAY VERSUS PERFORMANCE
(a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. (b) Represents the aggregate grant date fair value of the stock awards granted to Mr. Martin during the indicated fiscal year computed in accordance with FASB ASC 718. (c) Represents the aggregate fair value as of the indicated fiscal of Mr. Martin’s outstanding and unvested stock awards granted during such fiscal year. PSU amounts were calculated based on the number of shares that would be awarded on a multi-year cycle if target ROIC and FCF objectives are met for the applicable multi-year cycle.
PAY VERSUS PERFORMANCE
| | 57 | | NOTICE OF 2024 ANNUAL MEETING AND PROXY STATEMENT | |
PAY VERSUS PERFORMANCE
(d) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by Mr. Martin as of the last day of the indicated fiscal year. PSU amounts were calculated based on the change in value of a target number of shares that would be achieved on a multi-year basis if target ROIC and FCF objectives are met. (e) Represents the aggregate fair value of vesting of stock awards that were granted to Mr. Martin and vested during the indicated fiscal year, computed in accordance with FASB ASC 718. (f) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award held by Mr. Martin that was granted in a prior year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. (g) Represents the aggregate fair value as of the last day of the prior fiscal year of Mr. Martin’s stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718. (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:
PAY VERSUS PERFORMANCE
| OTHER NEOs AVERAGE (a) | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table – Total Compensation (b) | $3,038,549 | $3,432,237 | $4,173,100 | $4,444,238 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year (c) | $1,305,140 | $1,770,885 | $2,031,800 | $2,108,683 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year (d) | $1,400,029 | $3,330,125 | $1,506,155 | $1,679,617 | | + Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Year (e) | ($211,127) | $755,887 | ($542,115) | $111,754 | | + Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year (f) | $92,814 | $0 | $0 | $0 | | + Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (g) | ($60,119) | ($99,424) | $713,393 | ($202,040) | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year (h) | $0 | $0 | $0 | $0 | | = Compensation Actually Paid | $2,955,006 | $5,647,940 | $3,818,733 | $3,924,886 |
PAY VERSUS PERFORMANCE
(a) Please see footnote 1 above for the NEOs included in the average for each indicated fiscal year. (b) Represents average Total Compensation as reported in the Summary Compensation Table for the reported NEOs during the indicated fiscal year. (c) Represents the average aggregate grant date fair value of the stock awards granted to the reported NEOs during the indicated fiscal year computed in accordance with FASB ASC 718. (d) Represents the average aggregate fair value as of the indicated fiscal year-end of the reported NEO’s outstanding and unvested stock awards granted during such fiscal year. PSU amounts were calculated based on the number of shares that would be awarded on a multi-year cycle if target ROIC and FCF objectives are met. (e) Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by the reported NEOs as of the last day of the indicated fiscal year. PSU amounts were calculated based on the change in value of a target number of shares that would be achieved on a multi-year basis if target ROIC and FCF objectives are met. (f) Represents the average aggregate fair value of vesting of stock awards that were granted to the reported NEOs and vested during the indicated fiscal year, computed in accordance with FASB ASC 718. (g) Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award held by the reported NEOs that was granted in a prior year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. (h) Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported NEOs’ stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718. (5) Pursuant to rules of the SEC, the comparison assumes $100 was invested on July 31, 2020, in our Common Stock. Historic stock price performance is not necessarily indicative of future stock price performance. (6) The TSR Peer Group consists of Winnebago Industries (“WGO”), LCI Industries (“LCII”), and The Shyft Group (“SHYF”), the same peer group historically utilized in the stock price performance graph of the Company’s Annual Report. (7) For Fiscal Year 2024, Company Adjusted NBT continues to be viewed as the core driver of the Company’s performance and stockholder value creation. Company Adjusted NBT is a non-GAAP financial measure. Please see Appendix A for a reconciliation of this non-GAAP financial measure.
PAY VERSUS PERFORMANCE
| 58 | | |

DEF 14A of Thor Industries Inc

ELECTION OF DIRECTORS

QUALIFICATIONS AND

PROCESS FOR NOMINEES

PROCESS FOR NOMINEES

PROCESS FOR NOMINEES

Composition of

Board of Directors

Board of Directors

Board of Directors

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

NOMINEES FOR BOARD OF DIRECTORS

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

HIGHLIGHTS OF EXECUTIVE COMPENSATION PRACTICES

OUR PLAN

OUR PLAN

OUR PLAN

OUR PLAN

OUR PLAN

OUR PLAN

OUR PLAN

OUR PLAN

OUR PLAN

BASE SALARY

CASH-BASED VARIABLE INCENTIVE AWARDS

CASH-BASED VARIABLE INCENTIVE AWARDS

CASH-BASED VARIABLE INCENTIVE AWARDS

CASH-BASED VARIABLE INCENTIVE AWARDS

CASH-BASED VARIABLE INCENTIVE AWARDS

LONG-TERM EQUITY INCENTIVE PLAN

LONG-TERM EQUITY INCENTIVE PLAN

LONG-TERM EQUITY INCENTIVE PLAN

LONG-TERM EQUITY INCENTIVE PLAN

SEVERANCE PLANS AND CHANGE IN CONTROL AGREEMENTS

SEVERANCE PLANS AND CHANGE IN CONTROL AGREEMENTS

SEVERANCE PLANS AND CHANGE IN CONTROL AGREEMENTS

THE COMPENSATION COMMITTEE

OUR INDEPENDENT COMPENSATION CONSULTANT

OUR INDEPENDENT COMPENSATION CONSULTANT

OUR INDEPENDENT COMPENSATION CONSULTANT

OUR INDEPENDENT COMPENSATION CONSULTANT