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David W. Miles, Chairman | | | Michael J. Happe, President and Chief Executive Officer |
| Proxy Statement for 2020 Annual Meeting | | | ||
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Proposals | | | Board Recommendations | | | Page Reference | |||
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Elect three Class | | FOR ✔ | | | Page 2 | ||||
2 | | Approve, on an advisory basis, the compensation of our Named Executive Officers; | | FOR ✔ | | | Page 29 | ||
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Ratify the selection of Deloitte & Touche LLP as our independent registered public accountant for | | FOR ✔ | | | Page 65 | ||||
4 | | Amend the | | | |||||
FOR ✔ | | | Page 69 |
| iv | | | | Proxy Statement for 2020 Annual Meeting |
| Review the Proxy Statement and Vote in One of Four Ways | | |||||||||
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| | | During the Virtual Meeting: Attend the live webcast meeting at 4:00 p.m. CST on December 15, 2020 by visiting virtualshareholdermeeting.com/ WGO2020 and voting during the meeting. You will need your 16-digit control number included with your Notice of Internet Availability or proxy card. | | | | | By Internet: Visit www.proxyvote.com to vote by internet. You will need your 16-digit control number included with your Notice of Internet Availability or proxy card when you access the website. | | ||
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By Phone: Call 1-800-690-6903 to vote by telephone. You will need your 16-digit control number included with your Notice of Internet Availability or proxy card when you call. | | | | | By Mail: Complete and | ||||||
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| | | Proxy Statement for 2020 Annual Meeting | v |
| | Vote Required | | | Voting Options(1) | | | Board Recommend -ation(2) | | | Broker Discretionary Voting Allowed(3) | ||||
| | Elect three Class III directors to hold office for a three-year term | | | Plurality of | | | | | FOR | | | No | ||
2 | | | Advisory approval of executive compensation (the “Say on Pay” vote) | | | Majority of the votes cast(5) | | | FOR AGAINST ABSTAIN | | | FOR | | | No |
3 | | | Ratify the appointment of Deloitte & Touche LLP as our independent registered public accountant for the fiscal year ending August 28, 2021 | | | Majority of the votes cast | | | FOR AGAINST ABSTAIN | | | FOR | | | Yes |
4 | | | Amend the Company’s Articles of Incorporation to increase the authorized common stock | | | Majority of the votes cast | | | FOR AGAINST ABSTAIN | | | FOR | | | No |
(1) | A withhold vote or abstention will have no impact on the outcome of the voting on any of the proposals. |
(2) | If you submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board's recommendations set forth above. |
(3) | If broker discretionary voting is not allowed, your broker will not be able to vote your shares on these matters unless your broker receives voting instructions from you. A broker non-vote will have no effect on the outcome of the voting on any of the proposals. |
(4) | The Board of Directors has adopted a majority voting policy for the election of directors in uncontested elections. Under this policy, in any uncontested election of directors of the Company, if any nominee receives less than a majority of the votes cast for the nominee, that nominee shall still be elected, but must tender his or her resignation to the full Board of Directors for consideration at the next regularly scheduled meeting of the Board of Directors. The Board of Directors shall only not accept the tendered resignation for, in its judgment, a compelling reason. |
(5) | The vote of shareholders on this proposal is not binding on the Company, but rather is advisory in nature; however, the Board of Directors intends to carefully consider the result of the vote on this proposal. |
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| | | Proxy Statement for 2020 Annual Meeting | 1 |
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✔ | | YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE DIRECTOR NOMINEES. | |
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Name | Shares of Common Stock Owned Outright | Exercisable Stock Options(1) | Winnebago Stock Units(2) | Total Shares of Common Stock Owned Beneficially | % of Common Stock(3) | ||||
Maria F. Blase | — | — | — | — | (4) | ||||
Christopher J. Braun | 9,740 | — | — | 9,740 | (4) | ||||
Stacy L. Bogart | 10,000 | — | — | 10,000 | (4) | ||||
Robert M. Chiusano | 24,700 | — | 24,880 | 49,580 | (4) | ||||
Donald J. Clark | 764,426 | — | — | 764,426 | 2.39 | ||||
William C. Fisher | 16,740 | — | 7,134 | 23,874 | (4) | ||||
Michael J. Happe | 40,802 | 36,203 | — | 77,005 | (4) | ||||
Brian D. Hazelton | 12,999 | 7,412 | — | 20,411 | (4) | ||||
Bryan L. Hughes | 12,787 | 3,718 | — | 16,505 | (4) | ||||
David W. Miles | 6,740 | — | — | 6,740 | (4) | ||||
Richard D. Moss | 5,140 | — | — | 5,140 | (4) | ||||
John M. Murabito | 3,840 | — | — | 3,840 | (4) | ||||
Martha T. Rodamaker | 16,240 | — | 12,051 | 28,291 | (4) | ||||
Directors and executive officers as a group (18 persons) | 1,035,915 | 66,154 | 44,065 | 1,146,134 | 3.57(5) |
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Age: 49 Director Since: 2019 Committees Finance Human Resources | | Sara E. Armbruster Sara E. Armbruster is Vice President, Strategy, Research and Digital Transformation for Steelcase Inc., a global office furniture manufacturer, a position she has held since March of 2018. Armbruster has held several leadership positions since joining Steelcase in 2007 as Vice President of Corporate Strategy. As her role increased in scope and complexity, she added responsibility for a range of innovation activities, including technology product development, design research, investment in external growth opportunities, and development of new business models. Before joining Steelcase, Ms. Armbruster was Vice President of Business Development at Banta Corporation, a contract printing company. Ms. Armbruster brings substantial experience in strategy, innovation, information technology, and digital transformation to our Board. As a senior executive of a public company with primary responsibility in these areas, she provides valuable strategic insights and expertise with respect to growth opportunities for the Company and areas of critical business innovation. Skills and Qualifications: Digital Transformation, Innovation/Technology, Strategy, Operational Expertise, Brand Management, Product Management | |
| Age: 66 Director Since: 2015 Committees Audit Nominating and Governance (Chair) | | | William C. Fisher William C. Fisher was the Chief Information Officer from 1999 until 2007 of Polaris Industries Inc., a manufacturer of power sports products. He was Vice President and CIO from November 2007 until his retirement in February 2015. During his tenure at Polaris, he also served as the General Manager of Service from 2005 until 2014 overseeing all technical, dealer, and consumer service operations. Prior to joining Polaris, Mr. Fisher was employed by MTS Systems for 15 years in various positions in information services, software engineering (applications and embedded control systems), factory automation, vehicle testing, and general management. Before that time, Mr. Fisher worked as a civil engineer for Anderson-Nichols and he later joined Autocon Industries, where he developed process control software. Mr. Fisher’s experience as CIO at Polaris Industries has provided substantial experience with information technology and cybersecurity issues. His experience as an engineer and in executive positions in service and consumer service operations provides valuable insight for our customer service function as well as relationships with channel partners. His familiarity with highly discretionary consumer products is a key asset as we focus on improved service and operational efficiency. Skills and Qualifications: Executive Leadership, Corporate Governance, Dealer Channel Management, Digital Transformation, Cyber Security, Technology Systems, Business Operations/Quality, Customer Service, Strategy | |
| | | Proxy Statement for 2020 Annual Meeting | 3 |
| Age: 49 Director Since: 2016 | | | Michael J. Happe Michael J. Happe joined Winnebago Skills and Qualifications: Executive Leadership, Talent Management, Business Ethics, Mergers & Acquisitions, Brand Management, Sales and Marketing, Strategy, Business Operations | |
| 4 | | | | Proxy Statement for 2020 Annual Meeting |
| Age: 53 Director Since: 2018 Committees Audit Finance (Chair) | | | Maria F. Blase Maria F. Blase currently serves as President of the Ms. Blase is a CPA and her previous experience includes various positions at KPMG LLP from 1993 to 1999 in increasing scope and complexity. Due to Ms. Blase’s relevant experience in finance, accounting and controls, the Board determined that she is an audit committee financial expert. Ms. Blase brings to the Board extensive experience in international, strategic planning, acquisitions and driving business growth. The Board believes her financial and business expertise will add valuable insights to the Board. Skills and Qualifications: Financial Expertise/Literacy, Financial/Capital Allocation, Diversity and Inclusion Strategy, Operation Expertise, Executive Leadership, Risk Management, Global Experience | |
| Age: 60 Director Since: 2015 Committees Human Resources Nominating and Governance | | | Christopher J. Braun Christopher J. Braun has over 30 years of leadership experience encompassing manufacturing, finance and sales. Most recently, he was self-employed as a management consultant from 2014 through February 2020. He founded Teton Buildings in 2008 and held the position of CEO through 2013. His previous experience includes CEO of Teton Homes, Executive Vice President - RV Group at Fleetwood Enterprises and various senior management positions within PACCAR Corporation, a manufacturer of Kenworth and Peterbilt trucks. As a recognized leader in the RV industry, Mr. Braun provides keen insights to the Board. His prior experience in the RV industry, combined with his vast manufacturing background and his role as a former CEO make him well-positioned to critically and thoughtfully review and guide the Company’s strategy. Skills and Qualifications: Executive Leadership, Business Operations, Dealer Channel Operations, Marketing/Sales, Product Management, Industry Expertise, Talent Management, Strategy | |
| | Proxy Statement for 2020 Annual Meeting | 5 |
| Chairman of the Board Age: 63 Director Since: 2015 Committees Audit Finance | | | David W. Miles David W. Miles, a financial adviser, entrepreneur and investor, was elected as Chairman of the Board in June 2019. Mr. Miles is co-founder and Managing Principal of ManchesterStory Group, an early stage venture capital firm, and founder and manager of The Miles Group, LLC, which makes direct and indirect private equity investments. He is also a director and chair of the Audit Committee of Northwest Financial Corporation. Until the company’s sale in March 2020, Mr. Miles was the principal owner of Miles Capital, Inc., an institutional asset management firm serving insurance companies, public bodies, foundations & endowments, and high net worth investors, where he worked for over twenty-three years. Mr. Miles served as Executive Vice President, Principal Mutual Funds, and Executive Vice President, AMCORE Financial, Inc., where he was responsible for asset management, trust, private banking, brokerage, employee benefits and insurance services. During his career, Mr. Miles has served as a director or officer of more than 60 public mutual funds with total assets exceeding $30 billion. Due to Mr. Miles’ vast experience in finance and as an investment advisor, the Board determined that he is an audit committee financial expert. Mr. Miles brings legal and investment transaction experience to the Board. He also brings significant expertise in financial reporting and capital allocation strategy. Skills and Qualifications: Financial Expertise/Literacy, Strategy, Mergers & Acquisitions, Financial/Capital Allocation, Business Operations, Business Ethics, Technology | |
| 6 | | | | Proxy Statement for 2020 Annual Meeting |
| Age: 69 Director Since: 2008 Committees Human Resources Nominating and Governance | | | Robert M. Chiusano Robert M. Chiusano has served as a principal in RMC Consulting, LLC, a company focused on Skills and Qualifications: Executive Leadership, Talent Management, Business Operations, Product Management, Finance/Capital Allocation, Strategy, Business Ethics, Academia/Education | |
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Age: 62 Director Since: 2017 Committees Audit (Chair) Finance |
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Richard (Rick) D. Moss Richard (Rick) D. Moss most recently served as the Chief Financial Officer of Hanesbrands, Inc., a leading global basic apparel manufacturer, from 2011 until his retirement on December 31, 2017. Mr. Moss joined Hanesbrands as Senior Vice President - Finance and Treasurer and had several roles increasing in scope and complexity prior to becoming Chief Financial Officer. Prior to his roles at Hanesbrands, Mr. Moss served as CFO of Chattem Inc., a consumer products company. Mr. Moss has been a director of Nature’s Sunshine Products, Inc. since May 2018, and also serves as a director for the Center for Creative Economy. Due to Mr. Moss’ relevant experience in finance, accounting, and auditing, the Board determined he is an audit committee financial expert. With his many years of experience as a chief financial officer and executive Skills and Qualifications: Financial Expertise/Literacy, Financial/Capital Allocation, Executive Leadership, Mergers & Acquisitions, Risk Management, Regulatory/Compliance, Technology/Cyber-Security | |
| | | Proxy Statement for 2020 Annual Meeting | 7 |
| Age: 61 Director Since: 2017 Committees Human Resources (Chair) Nominating and Governance | | | John M. Murabito John M. Murabito has served as the Executive Vice President and Chief Human Resources Officer of Cigna Corporation, a health services company, since 2003. His other Human Resources leadership roles have included Chief Human Resources Officer at Monsanto Company and Group Vice President, Human Resources for Frito-Lay, Inc., a division of PepsiCo. Mr. Murabito is a Fellow and Chair of the National Academy of Human Resources, a Member of the Boards of Trustees of the Human Resources Policy Association and the American Health Policy Institute, and serves as Chair of the Board of Trustees for Augustana College in Rock Island, Illinois. Mr. Murabito brings strong executive leadership and talent management expertise to our Board as a Skills and Executive Leadership, Global Experience, Mergers & Acquisitions, Talent Management, Business Ethics | |
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| 12 | | | | Proxy Statement for 2020 Annual Meeting |
Committees of the Board | ||||
Audit | Human Resources | Nominating and Governance | Finance | |
Maria F. Blase(1)(2) | X | X | ||
Christopher J. Braun (1) | X | X | ||
Robert M. Chiusano (Chair) (1) | X | X | ||
William C. Fisher (1) | X | Chair | ||
David W. Miles (1)(2) | X | Chair | ||
Richard D. Moss (1)(2) | Chair | X | ||
John M. Murabito (1) | Chair | X | ||
Martha T. Rodamaker (1) | X | X | ||
Number of meetings in Fiscal 2018 | 7 | 5 | 5 | 5 |
Conducted a self-assessment of its performance | X | X | X | X |
| | Committees of the Board | ||||||||||
| | Audit | | | Human Resources | | | Nominating and Governance | | | Finance | |
Sara E. Armbruster(1) | | | | | | | | | ||||
Maria F. Blase(1)(2) | | | | | | | | | ||||
Christopher J. Braun(1) | | | | | | | | | ||||
Robert M. Chiusano(1) | | | | | | | | | ||||
William C. Fisher(1) | | | | | | | | | ||||
David W. Miles (Chair)(1)(2) | | | | | | | | | ||||
Richard D. Moss(1)(2) | | | | | | | | | ||||
John M. Murabito(1) | | | | | | | | | ||||
Number of meetings in Fiscal 2020 | | | 8 | | | 5 | | | 6 | | | 8 |
Conducted a self-assessment of its performance | | | ✔ | | | ✔ | | | ✔ | | | ✔ |
Chair | |
Member |
(1) | Determined to be |
(2) | Designated as an |
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Audit Committee Members Richard D. Moss, Maria F. Blase William C. Fisher David W. Miles | | | Each year, the committee appoints the independent registered public accountant to examine our financial statements. It reviews with representatives of the independent registered public accountant the auditing arrangements and scope of the independent registered public The Audit Committee meets at least annually with the CFO, the internal auditors and the independent auditors in separate executive sessions. The Audit Committee is also prepared to meet privately at any time at the request of the independent registered public accountant or members of our Management to review any special situation arising on any of the above subjects. The Audit Committee also performs other duties as set forth in its written charter which is available for review on the Corporate Governance portion of the Investor Relations section of our Web Site at http://www.winnebagoind.com. The Audit Committee annually reviews its written charter and recommends to the Board such changes as it deems necessary. | |
| 14 | | | | Proxy Statement for 2020 Annual Meeting |
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Nominating and Governance Committee Members William C. Fisher, Christopher J. Braun Robert M. Chiusano John M. Murabito | | | The Nominating and Governance The committee recommended to the Board the director-nominees proposed in this Proxy Statement for election by the shareholders. The Nominating and Governance Committee reviews the qualifications of, and recommends to the Board, candidates to fill Board vacancies as they may occur during the year. The Nominating and Governance Committee will consider suggestions from all sources, including shareholders, regarding possible candidates for director. See also | |
| Finance Committee Members Maria F. Blase, Sara E. Armbruster David W. Miles Richard D. Moss | | | The Finance The Finance Committee has oversight in the following specific areas: strategic transactions, capitalization and debt and equity offerings, capital expenditure plans, financial review of business plans, rating agencies and investor relations, dividends, share repurchase authorizations, investment policy, debt management, tax strategies, and financial risk management. |
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Human Resources Committee Members John M. Murabito, Sara E. Armbruster Christopher J. Braun Robert M. Chiusano | | | The Human Resources During Fiscal Role of Compensation Consultants — The Human Resources Committee | |
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| 16 | | | | Proxy Statement for 2020 Annual Meeting |
| | | Proxy Statement for 2020 Annual Meeting | 17 |
(1) | competitively bid or regulated public utility services transactions, |
(2) | transactions involving trustee type services, |
(3) | transactions in which the Related |
(4) | an employment relationship or transaction involving an executive officer and any related compensation solely resulting from that employment relationship or transaction if: |
(i) | the compensation arising from the relationship or transaction is or will be reported pursuant to the |
(ii) | the executive officer is not an immediate family member of another executive officer or director and such compensation would have been reported under the |
(5) | if the compensation of or transaction with a director is or will be reported pursuant to the |
| 18 | | | | Proxy Statement for 2020 Annual Meeting |
| | | Proxy Statement for 2020 Annual Meeting | 19 |
| 20 | | | | Proxy Statement for 2020 Annual Meeting |
| | | Proxy Statement for 2020 Annual Meeting | 21 |
| 22 | | | | Proxy Statement for 2020 Annual Meeting |
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Director | Fees Earned or Paid in Cash(1)(2) ($) | Stock Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | | Fees Earned or Paid in Cash(1)(2) ($) | | Stock Awards(3) ($) | | All Other Compensation(4) ($) | | Total ($) | ||||||||||
Sara E. Armbruster | | $45,010 | | $77,000(5) | | — | | $122,010 | ||||||||||||||
Maria F. Blase | | 76,146 | | 110,000 | | — | | 186,146 | ||||||||||||||
Christopher J. Braun | 75,000 | 95,016 | — | 170,016 | | 67,188 | | 110,000 | | — | | 177,188 | ||||||||||
Robert M. Chiusano | 115,000 | 95,016 | — | 210,016 | | 67,188 | | 110,000 | | — | | 177,188 | ||||||||||
William C. Fisher | 80,000 | 95,016 | �� | — | 175,016 | | 76,146 | | 110,000 | | — | | 186,146 | |||||||||
David W. Miles | 80,000 | 95,016 | — | 175,016 | | 107,500 | | 110,000 | | — | | 217,500 | ||||||||||
Richard D. Moss | 82,500 | 95,016 | — | 177,516 | | 80,625 | | 110,000 | | — | | 190,625 | ||||||||||
John M. Murabito | 78,750 | 95,016 | — | 173,766 | | 76,146 | | 110,000 | | — | | 186,146 | ||||||||||
Martha T. Rodamaker | 76,250 | 95,016 | — | 171,266 | ||||||||||||||||||
Mark T. Schroepfer(5) | 23,669 | 113,634 | 17,593 | 154,896 |
(1) | Our directors may elect to receive retainer fees in cash or may defer their retainer fees into the |
(2) | The Chair of the Board receives an additional |
(3) | |
(4) | |
(5) | |
| | | Proxy Statement for 2020 Annual Meeting | 25 |
Director | Restricted Stock Awards | Stock Units |
Christopher J. Braun | 4,740 | 0 |
Robert M. Chiusano | 20,240 | 24,605 |
William C. Fisher | 16,740 | 6,751 |
David W. Miles | 4,740 | 0 |
Richard D. Moss | 2,140 | 0 |
John M. Murabito | 2,140 | 0 |
Martha T. Rodamaker | 16,240 | 11,692 |
Director | | | Restricted Stock Awards / Units | | | Deferred Stock Units |
Sara E. Armbruster | | | 1,580 | | | — |
Maria F. Blase | | | 5,944 | | | — |
Christopher J. Braun | | | 10,684 | | | — |
Robert M. Chiusano | | | 26,184 | | | 27,069 |
William C. Fisher | | | 16,684 | | | 7,851 |
David W. Miles | | | 10,684 | | | 1,951 |
Richard D. Moss | | | 8,084 | | | — |
John M. Murabito | | | 8,084 | | | — |
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| | | Proxy Statement for 2020 Annual Meeting | 27 |
| ✔ | | | YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING, ON A NON-BINDING, ADVISORY BASIS, FOR APPROVAL OF THE EXECUTIVE COMPENSATION AS OUTLINED IN THE PROXY STATEMENT FOR THE REASONS DISCUSSED ABOVE. | |
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30 | | | | Proxy Statement for 2020 Annual Meeting |
| | Incentive Plan | | | Performance(1) | |||||||
Measure | | | Annual | | | Long-Term(2) | | | 1-year | | | 3-year(3) |
Net Revenue | | | ✔ | | | ✔ | | | $ 2,355,533 | | | $6,358,036 |
Operating Income | | | ✔ | | | ✔ | | | $113,762 | | | $452,375 |
Net Working Capital | | | ✔ | | | | | 14.0% | | | ||
Average Return on Equity (ROE) | | | | | ✔ | | | | | 16.7% |
(1) | ||||
When determining the level of actual performance for the Long-Term Incentive Plan, | ||||
the Committee excluded the impact of certain events not contemplated when creating the initial targets. There were no adjustments to net revenue or to net working capital. The average ROE and operating income metrics were adjusted for the Long-Term | ||||
(2) | ||
(3) | This column shows performance for the period from Fiscal 2018-2020. |
Performance Objective | | | | | Link to 2020 Compensation | |
Financial | | |||||
| | For | ||||
| • | | | Pursuant to the terms of his employment agreement, Mr. | ||
| • | | | In addition, vesting for the Fiscal |
| | | Proxy Statement for 2020 Annual Meeting | 31 |
Performance Objective | | | | | Link to 2020 Compensation | |
Total Shareholder Returns | | | | | With the exception of Mr. Clark, | |
| | | 15% of the annual equity grants made in Fiscal |
What we do | | | ||||
✔ Tie the majority of target total compensation to performance ✔ Provide appropriate mix of fixed and variable pay to reward company, line of business, and individual performance ✔ Align executive interests with the interests of the shareholders through equity-based awards ✔ Align our performance goals and measures with our strategy and operating plan ✔ Maintain meaningful executive and director stock ownership guidelines ✔ Conduct annual ✔ Use an outside, independent third-party advisor to provide objective compensation advice | ||||||
| ✘ Provide excessive severance benefits to our executive officers ✘ Provide tax gross-ups, including excise tax gross-ups upon change in control ✘ Allow for hedging or speculative trading of Company securities by executives or directors ✘ Reprice options without shareholder approval ✘ Provide significant perquisites ✘ Allow for pledging by our executives and directors |
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| | | Proxy Statement for 2020 Annual Meeting | 33 |
| | | Element | | | Mechanics | | | Rationale | | |
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Paid in Cash | | | Salary | | | Weekly payments Values correspond to experience and job scope | | | Provides competitive fixed pay to attract employees | | |
| Officers Incentive Compensation Plan (OICP) | | | Annual payout tied to performance against pre-determined metrics and goals across a one-year performance period For Fiscal Payouts range from 0% - 200% of a pre-determined target value | | | Incentivizes achievement of key annual objectives at an enterprise-wide or individual business unit level - driving progress towards achievement of long-term initiatives | | |||
| Paid in Equity | | | Performance Share Units / Long-Term Incentive Program (LTIP) | | | 50% of all annual For the Fiscal The metrics consist of: Payouts range from 0% - | | | Rewards for achievement of specific long-term financial objectives Aligns | |
| Stock Options | | | Stock options can be exercised over ten years and vest over three years in equal installments | | | Aligns NEOs’ interest with long-term shareholder value creation as measured by appreciation in stock price from the date of grant | | |||
| Restricted Stock Units | | | Restricted stock | | | Aligns NEOs’ interest with long-term shareholder value creation Encourages executive retention | |
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In connection with our acquisition of Grand Design, we entered into an employment agreement with Mr. Clark in November 2016, which expired per its terms on August 31, 2019. On June 19, 2019, we entered into an amended and restated employment agreement with Mr. Clark which extended his employment term to August 31, 2023. Under both the previous and current employment agreements, Mr. Clark is paid an annual base salary of $400,000, and |
| 34 | | | | Proxy Statement for 2020 Annual Meeting |
Name | FY18 Salary | FY17 Salary | % Increase | |||||
Michael J. Happe | $ | 675,000 | $ | 625,000 | 8.0 | % | ||
Bryan L. Hughes | $ | 461,250 | $ | 450,000 | 2.5 | % | ||
Stacy L. Bogart | $ | 415,000 | N/A | N/A | ||||
Donald J. Clark | $ | 400,000 | $ | 400,000 | — | % | ||
Brian D. Hazelton | $ | 477,400 | $ | 463,500 | 3.0 | % |
FY18 Target OICP | FY18 Actual OICP | ||||||
Name | FY18 Salary ($) | % of Salary | Target Award ($) | % of Target | $ | ||
Michael J. Happe | 675,000 | 100 | % | 675,000 | 130.1 | % | 855,658 |
Bryan L. Hughes(1) | 461,250 | 70 | % | 322,875 | 126.6 | % | 405,277 |
Stacy L. Bogart(2) | 415,000 | 60 | % | 249,000 | 130.1 | % | 211,813 |
Donald J. Clark(3) | N/A | N/A | N/A | N/A | N/A | ||
Brian D. Hazelton(4) | 477,400 | 65 | % | 310,310 | 56.3 | % | 173,054 |
Metric | Weight | Threshold (16% Payout) | Target (100% Payout) | Maximum (200% Payout) | FY18 Performance | Actual Payout % (Weighted) | ||||||
Net Sales Growth | 50 | % | 10.8 | % | 21.5 | % | 32.3 | % | 29.3 | % | 82.7 | % |
Operating Income | 40 | % | $128,229 | $160,287 | $192,362 | $166,596 | 40.0 | % | ||||
Net Working Capital | 10 | % | 14.1 | % | 12.8 | % | 11.5 | % | 13.4 | % | 7.4 | % |
Total Payout Percentage | 130.1 | % |
| 34 | | | | Proxy Statement for 2020 Annual Meeting |
(1) | Excludes Mr. Clark. |
| | | Proxy Statement for 2020 Annual Meeting | 35 |
| 36 | | | | Proxy Statement for 2020 Annual Meeting |
Compensation Peers | |||
Altra Industrial Motion | | | Patrick Industries |
Blue Bird | | | Polaris |
Brunswick | | | REV Group |
Commercial Vehicle Group | | | Shiloh Industries |
Cooper-Standard | | | Spartan Motors |
Federal Signal | | | Standard Motor Products |
Gentherm Incorporated | | | Tennant Company |
| | | Proxy Statement for 2020 Annual Meeting | 37 |
Compensation Peers | |||
Harley-Davidson | | | The Toro Company |
Hyster-Yale | | | Thor Industries |
LCI Industries | | | Wabash National |
Malibu Boats | | |
Removed (3 companies) | | | Added (3 companies) |
Commercial Vehicle Group | | | Donaldson Company |
Gentherm Incorporated | | | Meritor |
Shiloh Industries | | | The Timken Company |
Name | | | Fiscal 2020 Salary | | | Fiscal 2019 Salary | | | % Increase |
Michael J. Happe | | | $900,000 | | | $700,000 | | | 28.6% |
Bryan L. Hughes | | | 507,000 | | | 490,000 | | | 3.5% |
Stacy L. Bogart | | | 440,500 | | | 427,499 | | | 3.0% |
Donald J. Clark | | | 400,000 | | | 400,000 | | | 0.0% |
Brian D. Hazelton | | | 491,500 | | | 477,400 | | | 3.0% |
| 38 | | | | Proxy Statement for 2020 Annual Meeting |
| | | Proxy Statement for 2020 Annual Meeting | 39 |
Metric | | | Weight | | | Threshold (25% Payout) | | | Target (100% Payout) | | | Maximum (200% Payout) | | | Fiscal 2020 Performance | | | Actual Payout % (Weighted) |
Net Sales | | | 40% | | | $ 2,387,790 | | | $2,600,038 – 2,706,162 | | | $2,918,410 | | | $2,355,533 | | | 0.0% |
Operating Income | | | 50% | | | $142,626 | | | $172,282 – 184,282 | | | $213,938 | | | $113,762 | | | 0.0% |
Net Working Capital | | | 10% | | | 15.3% | | | 14.2% – 13.6% | | | 12.5% | | | 14.0% | | | 10.0% |
Total Payout Percentage | | | 10.0% |
(1) | Mr. Happe voluntarily reduced the enterprise-wide financial performance component of his OICP to 0%, in response to the economic disruption created by COVID-19. |
(2) | Each of the NEOs, other than Mr. Clark, also have 25% of his or her target bonus opportunities tied to individualized objectives, which are assessed by the CEO (or, the Committee, in the case of the CEO), and the proposed bonus amount is approved by the Committee. |
(3) | 52.5% of the OICP (i.e., 70% of his 75% Enterprise-Wide Financial Performance) for Mr. Hazelton is based upon the following Motorhome business unit performance metrics: (i) 40% Net Sales, (ii) 40% Operating Income and (iii) 20% Net Working Capital. |
| 40 | | | | Proxy Statement for 2020 Annual Meeting |
| | | | Fiscal 2020 Target OICP | | | Fiscal 2020 Actual OICP | ||||||||
Name | | | Fiscal 2020 Eligible Earnings | | | % of Salary | | | Target Award | | | % of Target | | | Award |
Michael J. Happe | | | $830,770 | | | N/A(1) | | | $1,000,000 | | | 50% | | | $500,000 |
Bryan L. Hughes | | | 501,115 | | | 75.0% | | | 375,837 | | | 70% | | | 263,086 |
Stacy L. Bogart | | | 436,000 | | | 60.0% | | | 261,600 | | | 62.5% | | | 163,500 |
Donald J. Clark(2) | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A |
Brian D. Hazelton | | | 486,619 | | | 65.0% | | | 316,303 | | | 67.5% | | | 213,449 |
(1) | Mr. Happe’s target OICP is set at the listed target award amount and is not calculated as a percent of his eligible earnings. |
(2) | Mr. Clark does not participate in the OICP. For Fiscal 2020, Mr. Clark received an incentive bonus of $5,515,397 under the Grand Design Management Incentive Plan that he participates in, which is a 6.4% increase compared to his Fiscal 2019 bonus, based on the pre-tax net income of Grand Design (before taking into account any bonus payments thereunder). |
| | | Proxy Statement for 2020 Annual Meeting |
Metric | | | Weight |
Average Return on Invested Capital | | | 50% |
Cumulative Adjusted EPS | | | 50% |
| 42 | | | | Proxy Statement for 2020 Annual Meeting |
Total Equity | |||||||
Name | LTIP / Performance Shares (50%) ($) | Restricted Shares (25%) ($) | Stock Options (25%) ($) | FY 2018 ($) | FY 2017 ($) | % Increase(1) | |
Michael J. Happe | 828,104 | 414,074 | 414,062 | 1,656,241 | 1,252,145 | 32.3 | % |
Bryan L. Hughes | 247,486 | 123,743 | 123,753 | 494,981 | 451,886 | 9.5 | % |
Stacy L. Bogart(2) | 146,653 | 554,500 | 0 | 701,153 | N/A | N/A | |
Donald J. Clark(3) | N/A | N/A | N/A | N/A | N/A | N/A | |
Brian D. Hazelton(4) | 243,578 | 121,789 | 121,802 | 487,170 | 608,468 | (19.9 | )% |
| | | | | | | | Total Equity | ||||||||||
Name | | | LTIP / Performance Shares (50%) | | | Restricted Stock Units (35%) | | | Stock Options (15%) | | | Fiscal 2020 | | | Fiscal 2019 | | | % Increase(1) |
Michael J. Happe | | | $1,550,000 | | | $1,085,000 | | | $465,000 | | | $3,100,000 | | | $1,900,000 | | | 63.2%(2) |
Bryan L. Hughes | | | 278,850 | | | 195,195 | | | 83,655 | | | 557,700 | | | 507,376 | | | 9.9%(3) |
Stacy L. Bogart | | | 231,263 | | | 161,884 | | | 69,379 | | | 462,525 | | | 435,751 | | | 6.1%(4) |
Donald J. Clark(5) | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A |
Brian D. Hazelton | | | 270,325 | | | 189,228 | | | 81,098 | | | 540,650 | | | 525,140 | | | 3.0% |
(1) | To perform this calculation, we assumed that the Fiscal |
(2) | The 63.2% increase was approved by the Committee after a |
(3) | The 9.9% increase was approved by the Committee, after a |
(4) | The 6.1% increase was approved by the Committee after a |
(5) | Under the terms of his employment agreement, Mr. Clark |
| | | Proxy Statement for 2020 Annual Meeting | 43 |
Metric | | | Weight | | | Threshold (10% Payout) | | | Target (100% Payout) | | | Maximum (150% Payout) | | | Fiscal 2018-2020 Performance(1) | | | Actual Payout % |
Three-year Average ROE | | | 40.0% | | | 15.4% | | | 19.2% – 19.2% | | | 23.0% | | | 16.7% | | | 16.1% |
Three-year Cumulative Net Revenue | | | 30.0% | | | $4,979,529 | | | $5,913,190 – 6,535,632 | | | $7,469,293 | | | $6,358,036 | | | 30% |
Three-year Cumulative Operating Income | | | 30.0% | | | $430,314 | | | $537,892 – 537,892 | | | $645,470 | | | $452,375 | | | 8.5% |
Total Payout Percentage | | | 54.67% |
(1) | When determining the level of actual performance, the Committee excluded the impact of certain events not contemplated when creating the initial targets. There were no adjustments to |
Name | | | Target Shares | | | Target Value(1) | | | Actual Shares | | | Actual Value(1) |
Michael J. Happe | | | 18,651 | | | $828,104 | | | 10,197 | | | $ 555,635 |
Bryan L. Hughes | | | 5,574 | | | $247,486 | | | 3,047 | | | $166,031 |
Stacy L. Bogart | | | 3,303 | | | $184,638 | | | 1,806 | | | $ 98,409 |
Brian D. Hazelton | | | 5,486 | | | $243,578 | | | 2,999 | | | $163,416 |
(1) | Target payout is valued at the date as quoted on the NYSE. For Messrs. Happe, Hughes and Hazelton, the
|
| 44 | | |
| | | Proxy Statement for 2020 Annual Meeting | 45 |
Stock Ownership Guideline | ||
Name | % of Salary | $ Value |
Michael J. Happe | 500% | 3,125,000 |
Bryan L. Hughes | 250% | 1,153,125 |
Stacy L. Bogart | 250% | 1,037,500 |
Donald J. Clark | 250% | 1,000,000 |
Brian D. Hazelton | 250% | 1,193,500 |
| | Stock Ownership Guideline | ||||
Name | | | % of Salary | | | Value |
Michael J. Happe | | | 500% | | | $4,500,000 |
Bryan L. Hughes | | | 250% | | | 1,267,500 |
Stacy L. Bogart | | | 250% | | | 1,101,250 |
Donald J. Clark | | | 250% | | | 1,000,000 |
Brian D. Hazelton | | | 250% | | | 1,228,750 |
| 46 | | | | Proxy Statement for 2020 Annual Meeting |
| | | Proxy Statement for 2020 Annual Meeting | 47 |
Name | | | Fiscal 2020 Salary | | | Fiscal 2019 Salary | | | % Increase |
Michael J. Happe | | | $900,000 | | | $700,000 | | | 28.6% |
Bryan L. Hughes | | | 507,000 | | | 490,000 | | | 3.5% |
Stacy L. Bogart | | | 440,500 | | | 427,499 | | | 3.0% |
Donald J. Clark | | | 400,000 | | | 400,000 | | | 0.0% |
Brian D. Hazelton | | | 491,500 | | | 477,400 | | | 3.0% |
| 38 | | | | Proxy Statement for 2020 Annual Meeting |
| | 39 |
Metric | | | Weight | | | Threshold (25% Payout) | | | Target (100% Payout) | | | Maximum (200% Payout) | | | Fiscal 2020 Performance | | | Actual Payout % (Weighted) |
Net Sales | | | 40% | | | $ 2,387,790 | | | $2,600,038 – 2,706,162 | | | $2,918,410 | | | $2,355,533 | | | 0.0% |
Operating Income | | | 50% | | | $142,626 | | | $172,282 – 184,282 | | | $213,938 | | | $113,762 | | | 0.0% |
Net Working Capital | | | 10% | | | 15.3% | | | 14.2% – 13.6% | | | 12.5% | | | 14.0% | | | 10.0% |
Total Payout Percentage | | | 10.0% |
(1) | Mr. Happe voluntarily reduced the enterprise-wide financial performance component of his OICP to 0%, in response to the economic disruption created by COVID-19. |
(2) | Each of the NEOs, other than Mr. Clark, also have 25% of his or her target bonus opportunities tied to individualized objectives, which are assessed by the CEO (or, the Committee, in the case of the CEO), and the proposed bonus amount is approved by the Committee. |
(3) | 52.5% of the OICP (i.e., 70% of his 75% Enterprise-Wide Financial Performance) for Mr. Hazelton is based upon the following Motorhome business unit performance metrics: (i) 40% Net Sales, (ii) 40% Operating Income and (iii) 20% Net Working Capital. |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Changes in Pension Value and Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) |
Michael Happe | 2018 | $657,692 | - | $1,242,179 | $414,062 | $855,658 | - | $44,082 | $3,213,673 |
President, CEO | 2017 | $599,038 | - | $1,004,291 | $247,854 | $902,152 | - | $29,843 | $2,783,178 |
2016 | $338,461 | - | $758,835 | $115,800 | $225,280 | - | $2,218 | $1,440,594 | |
Bryan L. Hughes | 2018 | $457,356 | - | $371,228 | $123,753 | $405,277 | - | $37,446 | $1,395,060 |
Vice President, CFO | 2017 | $298,846 | - | $451,886 | - | $134,497 | - | $6,370 | $891,599 |
Stacy L. Bogart(5) | 2018 | $271,346 | $50,000 | $701,153 | - | $211,813 | - | $25,248 | $1,259,560 |
Vice President, General | |||||||||
Counsel and Secretary | |||||||||
Donald J. Clark | 2018 | $400,000 | - | - | - | $4,574,055 | - | - | $4,974,055 |
President, Grand Design | 2017 | $330,769 | - | - | - | $2,700,915 | - | - | $3,031,684 |
Vice President, Winnebago | |||||||||
Industries, Inc. | |||||||||
Brian D. Hazelton | 2018 | $472,588 | - | $365,368 | $121,802 | $173,054 | - | $39,945 | $1,172,757 |
Vice President and | 2017 | $558,827 | - | $551,208 | $57,260 | $207,298 | - | $23,089 | $1,397,682 |
General Manager, | |||||||||
Motorhomes |
| ||||
| |
| | | | Fiscal 2020 Target OICP | | | Fiscal 2020 Actual OICP | ||||||||
Name | | | Fiscal 2020 Eligible Earnings | | | % of Salary | | | Target Award | | | % of Target | | | Award |
Michael J. Happe | | | $830,770 | | | N/A(1) | | | $1,000,000 | | | 50% | | | $500,000 |
Bryan L. Hughes | | | 501,115 | | | 75.0% | | | 375,837 | | | 70% | | | 263,086 |
Stacy L. Bogart | | | 436,000 | | | 60.0% | | | 261,600 | | | 62.5% | | | 163,500 |
Donald J. Clark(2) | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A |
Brian D. Hazelton | | | 486,619 | | | 65.0% | | | 316,303 | | | 67.5% | | | 213,449 |
(1) | |
Performance-Based Plans | ||||||||||||||
Name | Fiscal Year | Non-Performance- Based Restricted Stock Grant(a) | Annual Incentive Plans(b) | LTIP / Performance Shares(c) | Total Stock Awards | |||||||||
Michael J. Happe | 2018 | $ | 414,074 | $ | — | $ | 828,104 | $ | 1,242,179 | |||||
2017 | 370,937 | — | 633,354 | 1,004,291 | ||||||||||
2016 | 166,700 | 112,648 | 479,487 | 758,835 | ||||||||||
Bryan L. Hughes | 2018 | 123,743 | — | 247,486 | 371,228 | |||||||||
2017 | 280,500 | — | 171,386 | 451,886 | ||||||||||
Stacy L. Bogart (d) | 2018 | 554,500 | — | 146,653 | 701,153 | |||||||||
2017 | — | — | — | — | ||||||||||
Donald J. Clark | 2018 | — | — | — | — | |||||||||
2017 | — | — | — | — | ||||||||||
2016 | — | — | — | — | ||||||||||
Brian D. Hazelton | 2018 | 121,789 | — | 243,578 | 365,368 | |||||||||
2017 | 292,110 | — | 259,098 | 551,208 | ||||||||||
2016 | — | — | — | — |
(2) | |
Name | Tax and Financial Planning | Car Allowance | Life Insurance Premiums | Dividend(1) | 401(k) Match | Total |
Michael J. Happe | $8,183 | $18,400 | $952 | $9,277 | $7,270 | $44,082 |
Bryan L. Hughes | $8,183 | $18,400 | $952 | $5,122 | $4,789 | $37,446 |
Stacy L. Bogart | $8,183 | $7,846 | $952 | $3,000 | $5,267 | $25,248 |
Donald J. Clark | _ | _ | _ | _ | _ | _ |
Brian D. Hazelton | $8,183 | $18,400 | $952 | $4,031 | $8,379 | $39,945 |
| | | Proxy Statement for 2020 Annual Meeting | 41 |
Metric | | | Weight |
| | ||
Cumulative Adjusted EPS | | | 50% |
| 42 | | | | Proxy Statement for 2020 Annual Meeting |
| | | | | | | | Total Equity | ||||||||||
Name | | | LTIP / Performance Shares (50%) | | | Restricted Stock Units (35%) | | | Stock Options (15%) | | | Fiscal 2020 | | | Fiscal 2019 | | | % Increase(1) |
Michael J. Happe | | | $1,550,000 | | | $1,085,000 | | | $465,000 | | | $3,100,000 | | | $1,900,000 | | | 63.2%(2) |
Bryan L. Hughes | | | 278,850 | | | 195,195 | | | 83,655 | | | 557,700 | | | 507,376 | | | 9.9%(3) |
Stacy L. Bogart | | | 231,263 | | | 161,884 | | | 69,379 | | | 462,525 | | | 435,751 | | | 6.1%(4) |
Donald J. Clark(5) | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A |
Brian D. Hazelton | | | 270,325 | | | 189,228 | | | 81,098 | | | 540,650 | | | 525,140 | | | 3.0% |
(1) | To perform this calculation, we assumed that the Fiscal 2019 and Fiscal 2020 equity awards were earned at target. |
(2) | The 63.2% increase was approved by the Committee after a review of the competitive market data provided by the Committee’s independent compensation consultant, and after a review of the Company’s financial performance and gains in market share, revenue and operating income since the inception of Mr. Happe’s employment with the Company, his experience in the position of Chief Executive Officer and the increased size and complexity of the Company. |
(3) | The 9.9% increase was approved by the Committee, after a review of the competitive market data provided by the Committee’s independent compensation consultant, the increased size and complexity of the Company and additional responsibilities in the areas of information technology and strategic planning. |
(4) | The 6.1% increase was approved by the Committee after a review of the competitive market data provided by the Committee’s independent compensation consultant and the increased size and complexity of the Company. |
(5) | Under the terms of his employment agreement, Mr. Clark does not receive annual long-term incentive awards unless specifically determined by the Committee. |
| | | Proxy Statement for 2020 Annual Meeting | 43 |
Metric | | | Weight | | | Threshold (10% Payout) | | | Target (100% Payout) | | | Maximum (150% Payout) | | | Fiscal 2018-2020 Performance(1) | | | Actual Payout % |
Three-year Average ROE | | | 40.0% | | | 15.4% | | | 19.2% – 19.2% | | | 23.0% | | | 16.7% | | | 16.1% |
Three-year Cumulative Net Revenue | | | 30.0% | | | $4,979,529 | | | $5,913,190 – 6,535,632 | | | $7,469,293 | | | $6,358,036 | | | 30% |
Three-year Cumulative Operating Income | | | 30.0% | | | $430,314 | | | $537,892 – 537,892 | | | $645,470 | | | $452,375 | | | 8.5% |
Total Payout Percentage | | | 54.67% |
(1) | When determining the level of actual performance, the Committee excluded the impact of certain events not contemplated when creating the initial targets. There were no adjustments to net revenue or to net working capital. The average ROE and operating income metrics were adjusted to exclude the following: (i) the net financial impacts of the Chris-Craft and Newmar acquisitions, (ii) the transaction costs associated with the acquisitions of Chris-Craft and Newmar, (iii) the net impact of the Tax Cuts and Jobs Act enacted on December 22, 2017, and (iv) restructuring costs in Fiscal 2020. |
Name | | | Target Shares | | | Target Value(1) | | | Actual Shares | | | Actual Value(1) |
Michael J. Happe | | | 18,651 | | | $828,104 | | | 10,197 | | | $ 555,635 |
Bryan L. Hughes | | | 5,574 | | | $247,486 | | | 3,047 | | | $166,031 |
Stacy L. Bogart | | | 3,303 | | | $184,638 | | | 1,806 | | | $ 98,409 |
Brian D. Hazelton | | | 5,486 | | | $243,578 | | | 2,999 | | | $163,416 |
(1) | Target payout is valued at the closing market price of our common stock on the grant date as quoted on the NYSE. For Messrs. Happe, Hughes and Hazelton, the value was $44.40 (October 18, 2017) and, for Ms. Bogart, the value was $55.90 (January 2, 2018). Actual payout is valued at the closing market price of our common stock on October 13, 2020, which was $54.49. |
Plan Name | Grant Date (3) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payments Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) ($) | ||||||||||||
Name | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||
Michael J. Happe | 2014 Plan | 10/18/17 | 28,015 | $44.40 | $414,062 | ||||||||||||||
2014 Plan | 10/18/17 | 9,326 | $414,074 | ||||||||||||||||
2018 OICP | 108,000 | 675,000 | 1,350,000 | ||||||||||||||||
FY18-20 LTIP | 10/18/17 | 1,865 | 18,651 | 27,977 | |||||||||||||||
Bryan L. Hughes | 2014 Plan | 10/18/17 | 8,373 | $44.40 | $123,753 | ||||||||||||||
2014 Plan | 10/18/17 | 2,787 | $123,743 | ||||||||||||||||
2018 OICP | 73,800 | 322,875 | 645,750 | — | |||||||||||||||
FY18-20 LTIP | 10/18/17 | 557 | 5,574 | 8,361 | — | ||||||||||||||
Stacy L. Bogart | 2014 Plan | - | - | ||||||||||||||||
2014 Plan | 1/2/18 | 10,000 | $554,500 | ||||||||||||||||
2018 OICP | 26,049 | 162,808 | 325,616 | ||||||||||||||||
FY18-20 LTIP | 1/2/18 | 330 | 3,303 | 4,954 | |||||||||||||||
Donald J. Clark(5) | |||||||||||||||||||
Brian D. Hazelton | 2014 Plan | 10/18/17 | 8,241 | $44.40 | $121,802 | ||||||||||||||
2014 Plan | 10/18/17 | 2,743 | $121,789 | ||||||||||||||||
2018 OICP | 76,384 | 310,310 | 620,620 | ||||||||||||||||
FY18-20 LTIP | 10/18/17 | 548 | 5,486 | 8,229 |
| ||||
| |
| | | Proxy Statement for 2020 Annual Meeting | 45 |
| | Stock Ownership Guideline | ||||
Name | | | % of Salary | | | Value |
Michael J. Happe | | | 500% | | | $4,500,000 |
Bryan L. Hughes | | | 250% | | | 1,267,500 |
Stacy L. Bogart | | | 250% | | | 1,101,250 |
Donald J. Clark | | | 250% | | | 1,000,000 |
Brian D. Hazelton | | | 250% | | | 1,228,750 |
| 46 | | | | Proxy Statement for 2020 Annual Meeting |
| | | Proxy Statement for 2020 Annual Meeting | 47 |
Name | | | Fiscal 2020 Salary | | | Fiscal 2019 Salary | | | % Increase |
Michael J. Happe | | | $900,000 | | | $700,000 | | | 28.6% |
Bryan L. Hughes | | | 507,000 | | | 490,000 | | | 3.5% |
Stacy L. Bogart | | | 440,500 | | | 427,499 | | | 3.0% |
Donald J. Clark | | | 400,000 | | | 400,000 | | | 0.0% |
Brian D. Hazelton | | | 491,500 | | | 477,400 | | | 3.0% |
| 38 | | | | Proxy Statement for 2020 Annual Meeting |
| | | Proxy Statement for 2020 Annual Meeting | 39 |
Metric | | | Weight | | | Threshold (25% Payout) | | | Target (100% Payout) | | | Maximum (200% Payout) | | | Fiscal 2020 Performance | | | Actual Payout % (Weighted) |
Net Sales | | | 40% | | | $ 2,387,790 | | | $2,600,038 – 2,706,162 | | | $2,918,410 | | | $2,355,533 | | | 0.0% |
Operating Income | | | 50% | | | $142,626 | | | $172,282 – 184,282 | | | $213,938 | | | $113,762 | | | 0.0% |
Net Working Capital | | | 10% | | | 15.3% | | | 14.2% – 13.6% | | | 12.5% | | | 14.0% | | | 10.0% |
Total Payout Percentage | | | 10.0% |
(1) | Mr. Happe voluntarily reduced the enterprise-wide financial performance component of his OICP to 0%, in response to the economic disruption created by COVID-19. |
(2) | Each of the NEOs, other than Mr. Clark, also have 25% of his or her target bonus opportunities tied to individualized objectives, which are assessed by the CEO (or, the Committee, in the case of the CEO), and the proposed bonus amount is approved by the Committee. |
(3) | 52.5% of the OICP (i.e., 70% of his 75% Enterprise-Wide Financial Performance) for Mr. Hazelton is based upon the following Motorhome business unit performance metrics: (i) 40% Net Sales, (ii) 40% Operating Income and (iii) 20% Net Working Capital. |
| 40 | | | | Proxy Statement for 2020 Annual Meeting |
| | | | Fiscal 2020 Target OICP | | | Fiscal 2020 Actual OICP | ||||||||
Name | | | Fiscal 2020 Eligible Earnings | | | % of Salary | | | Target Award | | | % of Target | | | Award |
Michael J. Happe | | | $830,770 | | | N/A(1) | | | $1,000,000 | | | 50% | | | $500,000 |
Bryan L. Hughes | | | 501,115 | | | 75.0% | | | 375,837 | | | 70% | | | 263,086 |
Stacy L. Bogart | | | 436,000 | | | 60.0% | | | 261,600 | | | 62.5% | | | 163,500 |
Donald J. Clark(2) | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A |
Brian D. Hazelton | | | 486,619 | | | 65.0% | | | 316,303 | | | 67.5% | | | 213,449 |
(1) | Mr. Happe’s target OICP is set at the listed target award amount and is not calculated as a percent of his eligible earnings. |
(2) | Mr. Clark does not participate in the OICP. For Fiscal 2020, Mr. Clark received an incentive bonus of $5,515,397 under the Grand Design Management Incentive Plan that he participates in, which is a 6.4% increase compared to his Fiscal 2019 bonus, based on the strong performance of Grand Design during Fiscal 2020. Mr. Clark’s incentive under such plan is calculated as 3.5% of the pre-tax net income of Grand Design (before taking into account any bonus payments thereunder). |
| | | Proxy Statement for 2020 Annual Meeting | 41 |
Metric | | | Weight |
Average Return on Invested Capital | | | 50% |
Cumulative Adjusted EPS | | | 50% |
| 42 | | | | Proxy Statement for 2020 Annual Meeting |
| | | | | | | | Total Equity | ||||||||||
Name | | | LTIP / Performance Shares (50%) | | | Restricted Stock Units (35%) | | | Stock Options (15%) | | | Fiscal 2020 | | | Fiscal 2019 | | | % Increase(1) |
Michael J. Happe | | | $1,550,000 | | | $1,085,000 | | | $465,000 | | | $3,100,000 | | | $1,900,000 | | | 63.2%(2) |
Bryan L. Hughes | | | 278,850 | | | 195,195 | | | 83,655 | | | 557,700 | | | 507,376 | | | 9.9%(3) |
Stacy L. Bogart | | | 231,263 | | | 161,884 | | | 69,379 | | | 462,525 | | | 435,751 | | | 6.1%(4) |
Donald J. Clark(5) | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A |
Brian D. Hazelton | | | 270,325 | | | 189,228 | | | 81,098 | | | 540,650 | | | 525,140 | | | 3.0% |
(1) | To perform this calculation, we assumed that the Fiscal 2019 and Fiscal 2020 equity awards were earned at target. |
(2) | The 63.2% increase was approved by the Committee after a review of the competitive market data provided by the Committee’s independent compensation consultant, and after a review of the Company’s financial performance and gains in market share, revenue and operating income since the inception of Mr. Happe’s employment with the Company, his experience in the position of Chief Executive Officer and the increased size and complexity of the Company. |
(3) | The 9.9% increase was approved by the Committee, after a review of the competitive market data provided by the Committee’s independent compensation consultant, the increased size and complexity of the Company and additional responsibilities in the areas of information technology and strategic planning. |
(4) | The 6.1% increase was approved by the Committee after a review of the competitive market data provided by the Committee’s independent compensation consultant and the increased size and complexity of the Company. |
(5) | Under the terms of his employment agreement, Mr. Clark does not receive annual long-term incentive awards unless specifically determined by the Committee. |
| | | Proxy Statement for 2020 Annual Meeting | 43 |
Metric | | | Weight | | | Threshold (10% Payout) | | | Target (100% Payout) | | | Maximum (150% Payout) | | | Fiscal 2018-2020 Performance(1) | | | Actual Payout % |
Three-year Average ROE | | | 40.0% | | | 15.4% | | | 19.2% – 19.2% | | | 23.0% | | | 16.7% | | | 16.1% |
Three-year Cumulative Net Revenue | | | 30.0% | | | $4,979,529 | | | $5,913,190 – 6,535,632 | | | $7,469,293 | | | $6,358,036 | | | 30% |
Three-year Cumulative Operating Income | | | 30.0% | | | $430,314 | | | $537,892 – 537,892 | | | $645,470 | | | $452,375 | | | 8.5% |
Total Payout Percentage | | | 54.67% |
(1) | When determining the level of actual performance, the Committee excluded the impact of certain events not contemplated when creating the initial targets. There were no adjustments to net revenue or to net working capital. The average ROE and operating income metrics were adjusted to exclude the following: (i) the net financial impacts of the Chris-Craft and Newmar acquisitions, (ii) the transaction costs associated with the acquisitions of Chris-Craft and Newmar, (iii) the net impact of the Tax Cuts and Jobs Act enacted on December 22, 2017, and (iv) restructuring costs in Fiscal 2020. |
Name | | | Target Shares | | | Target Value(1) | | | Actual Shares | | | Actual Value(1) |
Michael J. Happe | | | 18,651 | | | $828,104 | | | 10,197 | | | $ 555,635 |
Bryan L. Hughes | | | 5,574 | | | $247,486 | | | 3,047 | | | $166,031 |
Stacy L. Bogart | | | 3,303 | | | $184,638 | | | 1,806 | | | $ 98,409 |
Brian D. Hazelton | | | 5,486 | | | $243,578 | | | 2,999 | | | $163,416 |
(1) | Target payout is valued at the closing market price of our common stock on the grant date as quoted on the NYSE. For Messrs. Happe, Hughes and Hazelton, the value was $44.40 (October 18, 2017) and, for Ms. Bogart, the value was $55.90 (January 2, 2018). Actual payout is valued at the closing market price of our common stock on October 13, 2020, which was $54.49. |
| 44 | | | | Proxy Statement for 2020 Annual Meeting |
| | | Proxy Statement for 2020 Annual Meeting | 45 |
| | Stock Ownership Guideline | ||||
Name | | | % of Salary | | | Value |
Michael J. Happe | | | 500% | | | $4,500,000 |
Bryan L. Hughes | | | 250% | | | 1,267,500 |
Stacy L. Bogart | | | 250% | | | 1,101,250 |
Donald J. Clark | | | 250% | | | 1,000,000 |
Brian D. Hazelton | | | 250% | | | 1,228,750 |
| 46 | | | | Proxy Statement for 2020 Annual Meeting |
| | | Proxy Statement for 2020 Annual Meeting | 47 |
| 48 | | | | Proxy Statement for 2020 Annual Meeting |
| 50 | | | | Proxy Statement for 2020 Annual Meeting |
Name and Principal Position | | | Fiscal Year | | | Salary ($)(1) | | | Bonus ($) | | | Stock Awards(2) ($) | | | Option Awards(3) ($) | | | Non-Equity Incentive Plan Compensation(4) ($) | | | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) | | | All Other Compensation ($)(5) | | | Total ($) |
Michael J. Happe President, CEO | | | 2020 | | | 739,423 | | | — | | | 2,634,999 | | | 464,992 | | | 500,000 | | | — | | | 31,354 | | | 4,370,768 |
| 2019 | | | 691,346 | | | 11,731 | | | 1,425,000 | | | 475,000 | | | 138,269 | | | — | | | 34,484 | | | 2,775,830 | ||
| 2018 | | | 657,692 | | | — | | | 1,242,179 | | | 414,062 | | | 855,658 | | | — | | | 44,082 | | | 3,213,673 | ||
Bryan L. Hughes CFO; Senior Vice President, Finance, IT and Strategic Planning | | | 2020 | | | 469,267 | | | 46,980 | | | 524,786 | | | 83,647 | | | 216,106 | | | — | | | 34,506 | | | 1,375,292 |
| 2019 | | | 473,183 | | | 27,746 | | | 380,532 | | | 126,844 | | | 70,997 | | | — | | | 36,084 | | | 1,115,386 | ||
| 2018 | | | 457,356 | | | — | | | 371,228 | | | 123,753 | | | 405,277 | | | — | | | 37,446 | | | 1,395,060 | ||
Stacy L. Bogart(6) Senior Vice President, General Counsel, Secretary and Corporate Responsibility | | | 2020 | | | 408,295 | | | 13,080 | | | 437,217 | | | 69,383 | | | 150,420 | | | — | | | 33,866 | | | 1,112,261 |
| 2019 | | | 423,173 | | | 20,194 | | | 326,813 | | | 108,938 | | | 50,781 | | | — | | | 38,401 | | | 968,300 | ||
| 2018 | | | 271,346 | | | 50,000 | | | 701,153 | | | — | | | 211,813 | | | — | | | 25,248 | | | 1,259,560 | ||
Donald J. Clark(7) President, Grand Design | | | 2020 | | | 400,000 | | | — | | | — | | | — | | | 5,515,397(8) | | | — | | | — | | | 5,915,397 |
| 2019 | | | 400,000 | | | — | | | — | | | — | | | 5,160,931 | | | — | | | — | | | 5,560,931 | ||
| 2018 | | | 400,000 | | | — | | | — | | | — | | | 4,574,055 | | | — | | | — | | | 4,974,055 | ||
Brian D. Hazelton Senior Vice President, Winnebago-brand RVs | | | 2020 | | | 452,027 | | | — | | | 459,553 | | | 81,103 | | | 213,449 | | | — | | | 34,815 | | | 1,240,947 |
| 2019 | | | 477,400 | | | — | | | 393,855 | | | 131,285 | | | 46,546 | | | — | | | 36,535 | | | 1,085,621 | ||
| 2018 | | | 472,588 | | | — | | | 365,368 | | | 121,802 | | | 173,054 | | | — | | | 39,945 | | | 1,172,757 |
(1) | Represents actual base salary paid during Fiscal 2020, including the temporary compensation reductions described above under “Impact and Response to COVID-19” in the “Compensation Discussion and Analysis.” |
| | | Proxy Statement for 2020 Annual Meeting | 51 |
(2) | The table below illustrates the two categories of stock awards as presented above: |
Name | | | Fiscal Year | | | Restricted Stock or RSU Grant(a) | | | LTIP / Performance Shares(b) | | | Total Stock Awards |
Michael J. Happe | | | 2020 | | | $1,084,991 | | | $1,550,008 | | | $2,634,999 |
| 2019 | | | 475,000 | | | 950,000 | | | 1,425,000 | ||
| 2018 | | | 414,075 | | | 828,104 | | | 1,242,179 | ||
Bryan L. Hughes | | | 2020 | | | 245,929 | | | 278,857 | | | 524,786 |
| 2019 | | | 126,844 | | | 253,688 | | | 380,532 | ||
| 2018 | | | 123,742 | | | 247,486 | | | 371,228 | ||
Stacy L. Bogart(c) | | | 2020 | | | 205,955 | | | 231,262 | | | 437,217 |
| 2019 | | | 108,938 | | | 217,875 | | | 326,813 | ||
| 2018 | | | — | | | — | | | — | ||
Donald J. Clark | | | 2020 | | | — | | | — | | | — |
| 2019 | | | — | | | — | | | — | ||
| 2018 | | | — | | | — | | | — | ||
Brian D. Hazelton | | | 2020 | | | 189,228 | | | 270,325 | | | 459,553 |
| 2019 | | | 131,285 | | | 262,570 | | | 393,855 | ||
| 2018 | | | 121,790 | | | 243,578 | | | 365,368 |
(a) | These amounts represent restricted stock and restricted stock units granted each computed in accordance with Accounting Standards Codification (“ASC”) 718. The grant date fair value of each of the awards was determined at the closing price of the Company's shares on the NYSE on the grant date without regard to estimated forfeitures related to service-based vesting conditions. |
(b) | The amounts shown represent the grant date fair value computed in accordance with ASC 718 of the LTIP / performance share awards. The amounts shown for Fiscal 2020-2022 LTIP represent the values that are based on achievement of 100% of the target performance. Assuming achievement of the maximum 200% of target performance, the value of the Fiscal 2020-2022 LTIP awards would be: $3,100,016 for Mr. Happe; $557,714 for Mr. Hughes; $462,524 for Ms. Bogart; and $540,650 for Mr. Hazelton. Assumptions used in the calculation of the amounts reported in this column are included in Note 14, Stock-Based Compensation Plans, of the Notes to the Consolidated Financial Statements included in our 2020 Form 10-K. |
(c) | Ms. Bogart joined the Company in January 2018. |
(3) | The amounts shown represent the aggregate grant date fair values of the option grants. Assumptions used in the calculation of the amounts reported in this column are included in Note 14, Stock-Based Compensation Plans, of the Notes to the Consolidated Financial Statements included in our 2020 Form 10-K. |
(4) | These amounts represent actual annual incentive plan award payouts made in cash to NEOs under the 2018, 2019, and 2020 OICPs. In the case of Mr. Clark, these amounts do not represent award payouts under such OICPs, but instead represent award payouts under the pre-existing Grand Design Management Incentive Plan that he participates in. Mr. Hughes elected to defer into the Winnebago Industries Inc. Executive Deferral Compensation Plan 25% of his annual incentive plan payout for Fiscal 2019 and Fiscal 2020 and 15% of his annual incentive plan payout for Fiscal 2018. |
| 52 | | | | Proxy Statement for 2020 Annual Meeting |
(5) | Amounts reported in this column for Fiscal 2020 include the following: |
Name | | | Tax and Financial Planning | | | Car Allowance | | | Life Insurance Premiums | | | 401(k) Match | | | Total All Other Compensation |
Michael J. Happe | | | $7,972 | | | $17,992 | | | $312 | | | $5,078 | | | $31,354 |
Bryan L. Hughes | | | 7,972 | | | 17,992 | | | 479 | | | 8,063 | | | 34,506 |
Stacy L. Bogart | | | 7,972 | | | 17,992 | | | 896 | | | 7,006 | | | 33,866 |
Donald J. Clark | | | — | | | — | | | — | | | — | | | — |
Brian D. Hazelton | | | 7,972 | | | 17,992 | | | 479 | | | 8,372 | | | 34,815 |
(6) | Ms. Bogart received a new hire stock award of 10,000 shares of restricted stock on January 2, 2018 and a pro-rated Fiscal 2018-2020 LTIP award with a target value of 3,303 shares. She also received a sign-on bonus of $50,000 on January 2, 2018. |
(7) | Under the terms of his amended employment agreement, Mr. Clark’s annual incentive plan payout under the Grand Design Management Incentive Plan paid out 95% in cash and 5% in restricted stock units. Both the cash and restricted stock units are reported under the Non-Equity Incentive Plan Compensation column. |
(8) | The amount shown here includes $275,770 in restricted stock units awarded for Fiscal 2020 performance pursuant to the Grand Design Management Incentive Plan, as described above under “Elements of Fiscal 2020 Compensation”. |
| | | Proxy Statement for 2020 Annual Meeting | 53 |
| | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/Sh) | | | Grant Date Fair Value of Stock and Option Awards(4) ($) | |||||||||||||||
Name | | | Plan Name | | | Grant Date(5) | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||||||||
Michael J. Happe | | | 2019 Plan | | | 12/17/19 | | | | | | | | | | | | | | | | | 27,417 | | | 47.93 | | | 464,992 | |||||||
| 2019 Plan | | | 12/17/19 | | | | | | | | | | | | | | | 22,637 | | | | | | | | 1,084,991 | |||||||||
| 2020 OICP | | | | | 250,000 | | | 1,000,000 | | | 2,000,000 | | | | | | | | | | | | | | | ||||||||||
| 2020-2022 LTIP | | | 12/17/19 | | | | | | | | | 8,085 | | | 32,339 | | | 64,678 | | | | | | | | | 1,550,008 | ||||||||
Bryan L. Hughes | | | 2019 Plan | | | 12/17/19 | | | | | | | | | | | | | | | | | 4,932 | | | 47.93 | | | 83,647 | |||||||
| 2019 Plan(7) | | | 12/17/19 | | | | | | | | | | | | | | | 5,131 | | | | | | | | 245,929 | |||||||||
| 2020 OICP | | | | | 93,959.25 | | | 375,837 | | | 751,674 | | | | | | | | | | | | | | | ||||||||||
| 2020-2022 LTIP | | | 12/17/19 | | | | | | | | | 1,455 | | | 5,818 | | | 11,636 | | | | | | | | | 278,857 | ||||||||
Stacy L. Bogart | | | 2019 Plan | | | 12/17/19 | | | | | | | | | | | | | | | | | 4,091 | | | 47.93 | | | 69,383 | |||||||
| 2019 Plan(8) | | | 12/17/19 | | | | | | | | | | | | | | | 4,297 | | | | | | | | 205,955 | |||||||||
| 2020 OICP | | | | | 65,400 | | | 261,600 | | | 523,200 | | | | | | | | | | | | | | | ||||||||||
| 2020-2022 LTIP | | | 12/17/19 | | | | | | | | | 1,206 | | | 4,825 | | | 9,650 | | | | | | | | | 231,262 | ||||||||
Donald J. Clark(6) | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Brian D. Hazelton | | | 2019 Plan | | | 12/17/19 | | | | | | | | | | | | | | | | | 4,782 | | | 47.93 | | | 81,103 | |||||||
| 2019 Plan | | | 12/17/19 | | | | | | | | | | | | | | | 3,948 | | | | | | | | 189,228 | |||||||||
| 2020 OICP | | | | | 79,076 | | | 316,303 | | | 632,606 | | | | | | | | | | | | | | | ||||||||||
| 2020-2022 LTIP | | | 12/17/19 | | | | | | | | | 1,410 | | | 5,640 | | | 11,280 | | | | | | | | | 270,325 |
(1) | Fiscal 2020 OICP targets annual performance against goals established by the Committee. Awards under the Fiscal 2020 OICP are payable in cash. The Threshold, Target and Maximum amounts presented above represent amounts that could have been earned by our NEOs for Fiscal 2020 under the Fiscal 2020 OICP. |
(2) | Fiscal 2020-2022 LTIP refers to our performance shares. For each of the NEOs except for Mr. Clark, the Threshold, Target and Maximum amounts under the Fiscal 2020-2022 LTIP represent potential performance share amounts that are measured over a three-year performance period from September 1, 2019 through August 28, 2022. |
(3) | Consists of restricted stock units that vest one-third each year on the anniversary of the grant date. |
(4) | The grant date fair value per share of the restricted stock was $47.93. The Black-Scholes grant date fair value per option award was $16.96. |
(5) | The Human Resources Committee approved the Fiscal 2020 OICP and Fiscal 2020-2022 LTIP performance share award on December 17, 2019, effective as of the beginning of Fiscal 2020. |
(6) | Mr. Clark is not eligible to participate in the Fiscal 2020 OICP or Fiscal 2020-2022 LTIP performance share award; however he remains eligible to participate in the Grand Design Management Incentive Plan. |
(7) | Includes 4,073 restricted stock units ($195,229 grant date fair value) for Fiscal 2020 long-term incentives and an additional 1,058 restricted stock units ($50,700 grant date fair value) in recognition of efforts contributing to the Company’s acquisition of Newmar. |
| 54 | | | | Proxy Statement for 2020 Annual Meeting |
(8) | Includes 3,378 restricted stock units ($161,905 grant date fair value) for Fiscal 2020 long-term incentives and an additional 919 restricted stock units ($44,050 grant date fair value) in recognition of efforts contributing to the Company’s acquisition of Newmar. |
| | | Proxy Statement for 2020 Annual Meeting | 55 |
Name | | | Option Awards | | | Stock Awards | | | LTIP / Performance Shares | |||||||||||||||
| Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested(11) ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(12) ($) | ||
Michael J. Happe | | | 10,000 | | | —(1) | | | 16.67 | | | 01/18/26 | | | | | | | | | ||||
| 13,300 | | | —(2) | | | 27.89 | | | 10/11/26 | | | | | | | | | ||||||
| | 17,000 | | | —(3) | | | 35.50 | | | 12/13/26 | | | | | | | | | |||||
| | 18,676 | | | 9,339(4) | | | 44.40 | | | 10/18/27 | | | | | | | | | |||||
| | 14,275 | | | 28,556(6) | | | 31.70 | | | 10/15/28 | | | | | | | | | |||||
| | — | | | 27,417(7) | | | 47.93 | | | 12/17/29 | | | | | | | | | |||||
| | | | | | | | | | | | | | 18,651(8) | | | 1,089,405 | |||||||
| | | | | | | | | | | | | | 29,968(9) | | | 1,750,431 | |||||||
| | | | | | | | | | | | | | 32,339(10) | | | 1,888,921 | |||||||
| | | | | | | | | | 3,109(4) | | | 181,597 | | | | | |||||||
| | | | | | | | | | 9,990(6) | | | 583,516 | | | | | |||||||
| | | | | | | | | | 22,637(7) | | | 1,322,227 | | | | | |||||||
Bryan L. Hughes | | | 5,581 | | | 2,972(4) | | | 44.40 | | | 10/18/27 | | | | | | | | | ||||
| | 3,812 | | | 7,626(6) | | | 31.70 | | | 10/15/28 | | | | | | | | | |||||
| | — | | | 4,932(7) | | | 47.93 | | | 12/17/29 | | | | | | | | | |||||
| | ��� | | | | | | | | | | | | 5,574(8) | | | 325,577 | |||||||
| | | | | | | | | | | | | | 8,003(9) | | | 467,455 | |||||||
| | | | | | | | | | | | | | 5,818(10) | | | 339,829 | |||||||
| | | | | | | | | | 930(4) | | | 54,321 | | | | | |||||||
| | | | | | | | | | 2,668(6) | | | 155,838 | | | | | |||||||
| | | | | | | | | | 5,131(7) | | | 299,702 | | | | | |||||||
Stacy L. Bogart | | | 3,274 | | | 6,549(6) | | | 31.70 | | | 10/15/28 | | | | | | | | | ||||
| | — | | | 4,091(7) | | | 47.93 | | | 12/17/29 | | | | | | | | | |||||
| | | | | | | | | | | | | | 3,303(8) | | | 192,928 | |||||||
| | | | | | | | | | | | | | 6,873(9) | | | 401,452 | |||||||
| | | | | | | | | | | | | | 4,825(10) | | | 281,828 | |||||||
| | | | | | | | | | 3,334(5) | | | 194,739 | | | | | |||||||
| | | | | | | | | | 2,292(6) | | | 133,876 | | | | | |||||||
| | | | | | | | | | 4,297(7) | | | 250,988 | | | | | |||||||
Donald J. Clark | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Brian D. Hazelton | | | 7,000 | | | —(2) | | | 27.89 | | | 10/11/26 | | | | | | | | | ||||
| | 5,493 | | | 2,748(4) | | | 44.40 | | | 10/18/27 | | | | | | | | | |||||
| | 3,945 | | | 7,893(6) | | | 31.70 | | | 10/15/28 | | | | | | | | | |||||
| | — | | | 4,782(7) | | | 47.93 | | | 12/17/29 | | | | | | | | | |||||
| | | | | | | | | | | | | | 5,486(8) | | | 320,437 | |||||||
| | | | | | | | | | | | | | 8,283(9) | | | 483,810 | |||||||
| | | | | | | | | | | | | | 5,640(10) | | | 329,432 | |||||||
| | | | | | | | | | 915(4) | | | 53,445 | | | | | |||||||
| | | | | | | | | | 2,760(6) | | | 161,212 | | | | | |||||||
| | | | | | | | | | 3,948(7) | | | 230,603 | | | | |
| 56 | | | | Proxy Statement for 2020 Annual Meeting |
Option Awards | Stock Awards | LTIP / Performance Shares | ||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(3) (#) | Market Value of Shares or Units of Stock That Have Not Vested(4)(9) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(10) |
Michael J. Happe | 4,433 | 8,867 (1) | $27.89 | 10/11/2026 | 21,527 (4) | $802,957 | ||
6,666 | 3,334 (2) | $16.67 | 1/18/2026 | 12,855(6) | $479,492 | |||
5,666 | 11,334 (3) | $35.50 | 12/13/2026 | 22,709 (7) | $847,046 | |||
- | 28,015 (4) | $44.40 | 10/18/2027 | 18,651 (8) | $695,682 | |||
Bryan L. Hughes | - | 8,737 (4) | $44.40 | 10/18/2027 | 9,454 (4) | $352,634 | 6,110 (7) | $227,903 |
5,574 (8) | $207,910 | |||||||
Stacy L. Bogart | - | - | 10,000 (4) | $373,000 | 3,303 (8) | $123,202 | ||
Donald J. Clark | - | - | $0.00 | - | - | - | - | |
Brian D. Hazelton | 2,333 | 4,667 (1) | $27.89 | 10/11/2026 | - | - | 9,290 (7) | $346,517 |
- | 8,241 (4) | $44.40 | 10/18/2027 | 10,077 (4) | $375,872 | 5,486 (8) | $204,628 |
(1) | Represents stock option granted on |
(2) | Represents stock granted on |
(3) | Represents |
(4) | Represents award granted on October 18, 2017 as an annual stock or option grant under the 2014 Plan, which will vest with respect to 33% of the shares covered by the stock or option grant on each of the first three anniversaries of the grant date. |
(5) | Represents stock granted on January 2, 2018 as a new hire grant under the |
(6) | Represents |
(7) | Represents |
(8) | Represents FY18-20 LTIP at target, under the 2014 Plan for the three-year performance period beginning August 27, 2017 and ending August 30, 2020. Settled shares subject to one year holding period. |
(9) | Represents FY19-21 LTIP at target, under the 2014 Plan for the three-year performance period beginning August 26, 2018 and ending August 28, 2021. Settled shares subject to one year holding period. |
Represents FY20-22 LTIP at target, under the 2019 Plan for the three-year performance period beginning September 1, 2019 and ending August 28, 2022. Settled shares subject to one year holding period. |
(11) | Represents the value of unvested stock as of August |
Represents the value of unearned |
Option Awards | Stock Awards | | | Option Awards | | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)(1) | |||||||||
Michael J. Happe | — | — | 7,766 | 360,968 | | — | | — | | 35,246 | | 1,349,133 | |||||||||
Bryan Hughes | — | — | 3,333 | 120,821 | |||||||||||||||||
Brian Hazelton | — | — | 3,666 | 148,374 | |||||||||||||||||
Bryan L. Hughes | | — | | — | | 11,706 | | 489,061 | |||||||||||||
Stacy L. Bogart | | — | | — | | 4,478 | | 222,343 | |||||||||||||
Donald J. Clark | | — | | — | | — | | — | |||||||||||||
Brian D. Hazelton | | — | | — | | 13,919 | | 530,366 |
(1) | Valued at the closing market price of the Company's Common Stock of |
| | | Proxy Statement for 2020 Annual Meeting | 57 |
Name | | | Executive Contributions in Last FY ($) | | | Registrant Contributions in Last FY ($) | | | Aggregate Earnings in Last FY ($) | | | Aggregate Withdrawals/ Distributions ($) | | | Aggregate Balance at Last FYE ($)(1) |
Bryan L. Hughes | | | 54,027(2) | | | — | | | 9,075 | | | — | | | 153,231 |
(1) | Balance includes (i) $60,792 of Mr. Hughes’ annual incentive payout for Fiscal 2018 that was previously reported in the Non-Equity Incentive Plan Compensation column, and (ii) $24,681 of Mr. Hughes’ annual incentive payout for Fiscal 2019 that was previously reported in the Non-Equity Incentive Plan Compensation column. |
(2) | Represents 25% of Mr. Hughes' annual incentive plan payout for Fiscal 2020, which amount is included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |
| 58 | | | | Proxy Statement for 2020 Annual Meeting |
| | | Proxy Statement for 2020 Annual Meeting | 59 |
| 60 | | | | Proxy Statement for 2020 Annual Meeting |
Name | | | Severance (1) ($) | | | Annual or Management Incentive Plan (2) ($) | | | LTIP / Performance Shares (3) ($) | | | Restricted Stock- Unvested and Accelerated (4) ($) | | | Stock Options- Unvested and Accelerated (5) ($) | | | Total Benefits ($) |
Michael J. Happe | | | | | | | | | | | | | ||||||
Retirement (6) or Voluntary Separation | | | — | | | — | | | — | | | — | | | — | | | — |
Involuntary Termination for Cause | | | — | | | — | | | — | | | — | | | — | | | — |
Involuntary Termination without Cause or Voluntary Termination for Good Reason | | | 1, 417,967 | | | — | | | — | | | — | | | — | | | 1, 417,967 |
Change in Control: (7) | | | | | | | | | | | | | ||||||
Without Termination | | | — | | | — | | | 555,635 | | | 765,113 | | | 893,570 | | | 2,214,318 |
Termination Without Cause/Good Reason | | | 5,753,900 | | | 500,000 | | | 3,055,629 | | | 2,087,340 | | | 1,180,900 | | | 12,577,769 |
Death | | | — | | | — | | | 3,055,629 | | | 2,087,340 | | | 1,180,900 | | | 6, 323,869 |
Disability | | | — | | | — | | | 3,055,629 | | | 2,087,340 | | | 1,180,900 | | | 6, 323,869 |
Bryan L. Hughes | | | | | | | | | | | | | ||||||
Retirement (6) or Voluntary Separation | | | — | | | — | | | — | | | — | | | — | | | — |
Involuntary Termination for Cause | | | — | | | — | | | — | | | — | | | — | | | — |
Involuntary Termination without Cause or Voluntary Termination for Good Reason | | | — | | | — | | | — | | | — | | | — | | | — |
Change in Control: (7) | | | | | | | | | | | | | ||||||
Without Termination | | | — | | | — | | | 166,031 | | | 210,159 | | | 242,806 | | | 618,996 |
Termination Without Cause/Good Reason | | | 1, 810,866 | | | 263,086 | | | 698,583 | | | 509,861 | | | 294,494 | | | 3,576,890 |
Death | | | — | | | — | | | 698,583 | | | 509,861 | | | 294,494 | | | 1, 502,938 |
Disability | | | — | | | — | | | 698,583 | | | 509,861 | | | 294,494 | | | 1, 502,938 |
Name | Severance(1) | Annual or Manage-ment Incentive Plan(2) | LTIP / Performance Shares(3) | Restricted Stock-Unvested and Accelerated(4) | Stock Options-Unvested and Accelerated(5) | Total Benefits | ||||||||||||||||||
Michael J. Happe | ||||||||||||||||||||||||
Retirement(6) or Voluntary Separation | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Involuntary Termination for Cause | — | — | — | — | — | — | ||||||||||||||||||
Change of Control:(7) | — | |||||||||||||||||||||||
Without Termination | — | — | $1,940,966 | $802,951 | $172,620 | $2,916,537 | ||||||||||||||||||
Termination WIthout Cause/Good Reason | $4,878,721 | $855,658 | $1,940,966 | $802,951 | $172,620 | $8,650,916 | ||||||||||||||||||
Death | — | $855,658 | — | — | — | $855,658 | ||||||||||||||||||
Disability | — | $855,658 | — | — | — | $855,658 | ||||||||||||||||||
Bryan L. Hughes | ||||||||||||||||||||||||
Retirement(6) or Voluntary Separation | — | — | — | — | — | — | ||||||||||||||||||
Involuntary Termination for Cause | — | — | — | — | — | — | ||||||||||||||||||
Change of Control:(7) | ||||||||||||||||||||||||
Without Termination | — | — | $417,894 | $352,634 | — | $770,528 | ||||||||||||||||||
Termination WIthout Cause/Good Reason | $2,125,196 | $405,277 | $417,894 | $352,634 | — | $3,301,001 | ||||||||||||||||||
Death | — | $405,277 | — | — | — | $405,277 | ||||||||||||||||||
Disability | — | $405,277 | — | — | — | $405,277 | ||||||||||||||||||
Stacy L. Bogart | ||||||||||||||||||||||||
Retirement(6) or Voluntary Separation | — | — | — | — | — | — | ||||||||||||||||||
Involuntary Termination for Cause | — | — | — | — | — | — | ||||||||||||||||||
Change of Control:(7) | ||||||||||||||||||||||||
Without Termination | — | — | $146,653 | $373,000 | — | $519,653 | ||||||||||||||||||
Termination WIthout Cause/Good Reason | $1,597,497 | $211,813 | $146,653 | $373,000 | — | $2,328,963 | ||||||||||||||||||
Death | — | $211,813 | — | — | — | $211,813 | ||||||||||||||||||
Disability | — | $211,813 | — | — | — | $211,813 | ||||||||||||||||||
Donald J. Clark | ||||||||||||||||||||||||
Retirement(6) or Voluntary Separation | — | — | — | — | — | $4,574,055 | ||||||||||||||||||
Involuntary Termination for Cause | — | — | — | — | — | $4,574,055 | ||||||||||||||||||
Change of Control:(7) | — | |||||||||||||||||||||||
Without Termination | — | — | — | — | — | — | ||||||||||||||||||
Termination WIthout Cause/Good Reason | $12,008,609 | — | — | — | — | $12,008,609 | ||||||||||||||||||
Death | — | $4,574,055 | — | — | — | $4,574,055 | ||||||||||||||||||
Disability | — | $4,574,055 | — | — | — | $4,574,055 | ||||||||||||||||||
Brian D. Hazelton | ||||||||||||||||||||||||
Retirement(6) or Voluntary Separation | — | — | — | — | — | — | ||||||||||||||||||
Involuntary Termination for Cause | — | — | — | — | — | |||||||||||||||||||
Change of Control:(7) | ||||||||||||||||||||||||
Without Termination | — | — | $502,676 | $375,872 | $43,916 | $922,464 | ||||||||||||||||||
Termination WIthout Cause/Good Reason | $2,340,211 | $173,054 | $502,676 | $375,872 | $43,916 | $3,435,729 | ||||||||||||||||||
Death | — | $173,054 | — | — | — | $173,054 | ||||||||||||||||||
Disability | — | $173,054 | — | — | — | $173,054 |
| | | Proxy Statement for 2020 Annual Meeting | 61 |
Name | | | Severance(1) ($) | | | Annual or Management Incentive Plan(2) ($) | | | LTIP / Performance Shares(3) ($) | | | Restricted Stock- Unvested and Accelerated(4) ($) | | | Stock Options- Unvested and Accelerated(5) ($) | | | Total Benefits ($) |
Stacy L. Bogart | | | | | | | | | | | | | ||||||
Retirement(6) or Voluntary Separation | | | — | | | — | | | — | | | — | | | — | | | — |
Involuntary Termination for Cause | | | — | | | — | | | — | | | — | | | — | | | — |
Involuntary Termination without Cause or Voluntary Termination for Good Reason | | | — | | | — | | | — | | | — | | | — | | | — |
Change in Control:(7) | | | | | | | | | | | | | ||||||
Without Termination | | | — | | | — | | | 98,409 | | | 328,615 | | | 174,924 | | | 601,948 |
Termination Without Cause/Good Reason | | | 1,368,000 | | | 163,500 | | | 547,545 | | | 579,602 | | | 217,797 | | | 2,876,444 |
Death | | | — | | | — | | | 547,545 | | | 579,602 | | | 217,797 | | | 1,344,944 |
Disability | | | �� | | | — | | | 547,545 | | | 579,602 | | | 217,797 | | | 1,344,944 |
Donald J. Clark | | | | | | | | | | | | | ||||||
Retirement(6) or Voluntary Separation | | | — | | | — | | | — | | | — | | | — | | | — |
Involuntary Termination for Cause | | | — | | | — | | | — | | | — | | | — | | | — |
Involuntary Termination without Cause or Voluntary Termination for Good Reason | | | 5,639,627 | | | — | | | — | | | — | | | — | | | 5,639,627 |
Change in Control:(7) | | | — | | | | | | | | | | | |||||
Without Termination | | | — | | | — | | | — | | | — | | | — | | | — |
Termination Without Cause/Good Reason | | | 3,000,000 | | | — | | | — | | | — | | | — | | | 3,000,000 |
Death | | | — | | | — | | | — | | | — | | | — | | | — |
Disability | | | — | | | — | | | — | | | — | | | — | | | — |
Brian D. Hazelton | | | | | | | | | | | | | ||||||
Retirement(6) or Voluntary Separation | | | — | | | — | | | — | | | — | | | — | | | — |
Involuntary Termination for Cause | | | — | | | — | | | — | | | — | | | — | | | |
Involuntary Termination without Cause or Voluntary Termination for Good Reason | | | — | | | — | | | — | | | — | | | — | | | — |
Change in Control:(7) | | | | | | | | | | | | | ||||||
Without Termination | | | — | | | — | | | 163,416 | | | 214,657 | | | 249,322 | | | 627,395 |
Termination Without Cause/Good Reason | | | 1,657,884 | | | 213,449 | | | 696,312 | | | 445,259 | | | 299,437 | | | 3,312,341 |
Death | | | — | | | — | | | 696,312 | | | 445,259 | | | 299,437 | | | 1,441,008 |
Disability | | | — | | | — | | | 696,312 | | | 445,259 | | | 299,437 | | | 1,441,008 |
(1) |
(2) | Represents the NEOs' actual annual incentive |
| ||||
| |
(3) | Represents the LTIP incentive achieved pursuant to the Fiscal |
(4) | Represents the intrinsic value of stock grants based on our closing stock price of |
(5) | Represents the intrinsic value of stock options based on our closing stock price of |
(6) | Retirement under certain of the 2014 Plan award agreements is defined as attaining age 60 and five or more years of service with the Company. Retirement under the 2019 Plan awards does not trigger automatic acceleration of such awards. |
(7) | The term |
| | | Proxy Statement for 2020 Annual Meeting | 63 |
Annual Total Compensation of Median Employee: | | | $47,249 |
Annual Total Compensation of PEO (Mr. Happe): | | | $ 4,370,768 |
| ||||
| |
As of August 25, 2018(1) | After Approval of 2019 Plan | ||||||
Shares Reserved for Issuance of Outstanding Awards(1) | Shares Available for Future Awards | Shares Reserved for Issuance of Outstanding Awards | Shares Available for Future Awards | ||||
2004 Plan(2) | 9,000 | 0 | 6,500 | 0 | |||
2014 Plan(2) | 469,704 | 1,677,481 | 353,347 | 0 | |||
2019 Plan | 0 | 0 | 0 | 4,100,000(3) | |||
Total | 478,704 | 1,677,481 | 359,847 | 4,100,000(3) |
Types of Awards | ||||||
Options/SARs | Full Value Awards | Weighted Average Exercise Price of Options/SARs | Shares Available for Future Awards | |||
2004 Plan(2) | 0 | 0 | N/A | 0 | ||
2014 Plan(2) | 138,510 | 331,194 | 36.68 | 0 |
(a) | (b) | (c) | |
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1 ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in (a)) |
Equity compensation plans approved by shareholders - 2004 Plan | 9,000(2) | - | — |
Equity compensation plans approved by shareholders - 2014 Plan | 469,704(3) | 36.68 | 1,677,481(4) |
Equity compensation plans not approved by shareholders(5) | 47,366(6) | - | (7) |
Total | 387,920 | 36.68 | 1,677,481 |
Fiscal 2018 | Fiscal 2017 | ||||||
Audit Fees (1) | $ | 1,051,000 | $ | 1,162,000 | |||
Audit-Related Fees (2) | 26,000 | 303,000 | |||||
Tax Fees (3) | — | — | |||||
All Other Fees (4) | — | — | |||||
Total | $ | 1,077,000 | $ | 1,465,000 |
| ✔ | | | YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR THE FISCAL YEAR ENDING AUGUST 28, 2021. | |
| | | Proxy Statement for 2020 Annual Meeting | 65 |
| 66 | | | | Proxy Statement for 2020 Annual Meeting |
| | | Proxy Statement for 2020 Annual Meeting | 67 |
| | Fiscal 2020 | | | Fiscal 2019 | |
Audit Fees(1) | | | $ 1,745,000 | | | $ 979,000 |
Audit-Related Fees(2) | | | $ 30,000 | | | 27,000 |
Tax Fees(3) | | | $ 22,500 | | | — |
All Other Fees(4) | | | — | | | 104,000 |
Total | | | $1,797,500 | | | $1,110,000 |
(1) | Represents fees for professional services provided for the audit of our annual financial statements, the audit of our internal control over financial reporting, review of our interim financial information and review of other SEC filings. |
(2) | Represents fees for professional services provided for the audit of our benefit plan and due diligence services. |
(3) | Represents fees for professional services related to tax compliance and tax planning. |
(4) | Represents fees for professional services provided to us not otherwise included in the categories above. |
| 68 | | | | Proxy Statement for 2020 Annual Meeting |
Issued and outstanding | | | 33,758,021 |
| | 744,043 | |
Reserved for future issuance under equity compensation plans | | | 4,089,776 |
Reserved for conversion of | | |
| | | Proxy Statement for 2020 Annual Meeting | 69 |
| 70 | | | | Proxy Statement for 2020 Annual Meeting |
| ✔ | | | YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE INCREASE IN THE AUTHORIZED COMMON STOCK. | |
| | | Proxy Statement for 2020 Annual Meeting | 71 |
Name and Address of Beneficial Owner | | | Amount and Nature of Beneficial Ownership | | | % of Common Stock(1) |
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | | 4,929,621 shares of Common Stock(2) | | | [X] |
| | | | |||
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746 | | | 2,146,157 shares of Common Stock(3) | | | [X] |
| | | | |||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | | | 2,072,863 shares of Common Stock(4) | | | [X] |
| | | | |||
Cooke & Bieler LP 1700 Market Street Suite 3222 Philadelphia, PA 19103 | | | 1,985,094 shares of Common Stock(5) | | | [X] |
(1) | Based on [] outstanding shares of Common Stock on October 20, 2020. |
(2) | Based on information provided in a Schedule 13G/A filed with the SEC on February 10, 2020 by BlackRock, Inc., a parent holding company (“BlackRock”). BlackRock reported that it has sole power to vote or direct the vote of 4,865,608 shares and sole power to dispose of or direct the disposition of 4,929,621 shares. |
(3) | Based on information provided in a Schedule 13G/A filed with the SEC on February 12, 2020 by Dimensional Fund Advisors LP, an investment adviser (“DFA”). DFA reported that it has sole power to vote or direct the vote of 2,057,515 shares and sole power to dispose of or direct the disposition of 2,146,157 shares. DFA notes in its Schedule 13G/A filing that it furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (collectively, the “Funds”). In certain cases, subsidiaries of DFA may act as an adviser or sub-adviser to certain Funds. In its role as investment adviser, sub-adviser and/or manager, DFA or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Company that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Company held by the Funds. However, all securities reported in its Schedule 13G/A are owned by the Funds and Dimensional disclaims beneficial ownership of such securities. |
| 72 | | | | Proxy Statement for 2020 Annual Meeting |
(4) | Based on information provided in a Schedule 13G/A filed with the SEC on February 12, 2020 by The Vanguard Group, an investment adviser. The Vanguard Group reported that it has sole voting power over 55,708 shares, shared voting power over 2,300 shares, sole dispositive power over 2,019,175 shares and shared dispositive power over 53,688 shares. |
(5) | Based on information provided in a Schedule 13G/A filed with the SEC on February 14, 2020 by Cooke & Bieler LP, an investment adviser. Cooke & Bieler LP reported that it has shared power to vote or direct the vote of 1,555,434 shares and shared power to dispose of or direct the disposition of 1,985,094 shares. |
Name | | | Shares of Common Stock Owned Outright(1) | | | Exercisable Stock Options(2) | | | Winnebago Stock Units(3) | | | Total Shares of Common Stock Owned Beneficially | | | % of Common Stock(4) |
Sara E. Armbruster | | | 1,580 | | | — | | | — | | | 1,580 | | | (5) |
Maria F. Blase | | | 5,944 | | | — | | | — | | | 5,944 | | | (5) |
Stacy L. Bogart | | | 8,863 | | | 7,912 | | | — | | | 16,775 | | | (5) |
Christopher J. Braun | | | 17,684 | | | — | | | — | | | 17,684 | | | (5) |
Robert M. Chiusano | | | 30,644 | | | — | | | 27,069 | | | 57,713 | | | (5) |
Donald J. Clark | | | 764,426 | | | — | | | — | | | 764,426 | | | [X]% |
William C. Fisher | | | 22,684 | | | — | | | 7,851 | | | 30,535 | | | (5) |
Michael J. Happe | | | 71,524 | | | 106,008 | | | — | | | 177,532 | | | (5) |
Brian D. Hazelton | | | 19,395 | | | 24,727 | | | — | | | 44,122 | | | (5) |
Bryan L. Hughes | | | 22,172 | | | 17,642 | | | — | | | 39,814 | | | (5) |
David W. Miles | | | 12,684 | | | — | | | 1,951 | | | 14,635 | | | (5) |
Richard D. Moss | | | 11,084 | | | — | | | — | | | 11,084 | | | (5) |
John M. Murabito | | | 9,784 | | | — | | | — | | | 9,784 | | | (5) |
Directors and executive officers as a group (18 persons)(6) | | | 1,548,958 | | | 200,879 | | | 36,871 | | | 1,786,708 | | | [X]% |
(1) | Includes the following shares not currently outstanding but deemed beneficially owned because of the right to acquire them pursuant to restricted stock units that vest within 60 days or have vested but have not yet been distributed: 2,947 shares for each of Ms. Blase and Messrs. Braun, Chiusano, Fisher, Miles, Moss and Murabito and 1,580 shares for Ms. Armbruster. |
(2) | Includes shares underlying stock options that are currently exercisable or become exercisable within 60 days. |
(3) | Winnebago Stock Units held under our Directors' Deferred Compensation Plan as of October 20, 2020 (see further discussion of the plan in the Director Compensation section). These units are vested and will be settled 100% in Common Stock upon the earliest of the following events: director's termination of service, death or disability or a “change in control” of the Company, as defined in the plan. |
(4) | Based on [] outstanding shares of Common Stock on October 20, 2020. |
(5) | Less than 1%. |
(6) | Includes 100 shares that Mr. Miller beneficially owns indirectly through his spouse’s direct ownership. |
| | | Proxy Statement for 2020 Annual Meeting | 73 |
| 74 | | | | Proxy Statement for 2020 Annual Meeting |
| | By Order of the Board of Directors | |
| | ||
November 2, 2020 | | ||
| | Stacy L. Bogart | |
| | Senior Vice President - General Counsel, | |
Secretary and |
| | | Proxy Statement for 2020 Annual Meeting | 75 |
A. | Provisions Applicable to All Series of Series Preference Stock. |
| | | Proxy Statement for 2020 Annual Meeting | A-1 |
B. | Provisions Applicable to Common Stock. |
| | WINNEBAGO INDUSTRIES, INC. | ||||
| | | | |||
| | By: | | | ||
| | | | Stacy L. Bogart Senior Vice President – General Counsel, Secretary and Corporate Responsibility |
| A-2 | | | | Proxy Statement for 2020 Annual Meeting |