UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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| ☐ | Soliciting Material Pursuant to§240.14a-12 |
Thor Industries, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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NOTICE OF 2019 ANNUAL MEETING & PROXY STATEMENT
Letter Fromfrom the
Board of Directors
Dear Fellow Shareholders of Thor Industries:
As your Board of Directors, we are pleased to submit to you our Fiscal Year 2019 Proxy. Fiscal Year 2019 was transformational as we acquired one of Europe’s largest manufacturer of RVs, the stewardsErwin Hymer Group (“EHG”), an acquisition that firmly establishes Thor as the worldwide leader in RV production and sales. We believe the EHG acquisition will drive value for you, our Shareholders, for years to come. Additional important milestones and accomplishments in our Fiscal Year 2019 include:
| • | We continued our focus on governance excellence and were dedicated in our evaluation of the Company’s governance program, including a detailed review of where Thor currently stands in terms of its environmental, social, and governance (“ESG”) profile. For many years, Thor has been a socially-conscious company and has undertaken key initiatives designed to benefit our environment and the communities within which we operate. A clean and enjoyable environment is essential to our business, making this focus important to all of us. What Thor had never done, however, is put a spotlight on its efforts. In 2019, we engaged in a thorough analysis of our current profile, culminating in the release of our first ever ESG Report. It can be found on our website,www.thorindustries.com. Understanding what we are currently doing is just the first step on this intentional journey. Now that we have these datapoints, we are setting goals designed to create a continuously improving ESG program. The program is directly managed by a committee of four at the Company, including two of our Named Executive Officers, and ultimate responsibility for the program is overseen by us, through our Nominating and Corporate Governance Committee. Society demands that companies serve a social purpose as well as a financial purpose. We believe that without this sense of purpose, no company can truly achieve its highest value. We are excited about this journey and about our potential to deliver on the ESG initiatives we have undertaken. |
THOR INDUSTRIES, INC.
OUR 2019 OPERATING PERFORMANCE
In many ways, 2019 was a challenging year for Thor. In 2019, our top and bottom line performance continued to reportbe negatively impacted by the headwinds experienced during the second half of Fiscal Year 2018, including, specifically, the dealer inventory rebalancing, a decline in retail sales from Fiscal Year 2018’sall-time record high levels, and the impacts of the current tariff policy. Additionally, our earnings were materially impacted by the acquisition-related expenses, bothone-time and recurring, from the EHG acquisition which impacted our income before income taxes by $268 million. A significant portion of these acquisition expenses wereone-time accounting-related expenses. As a consequence of these factors, our stock price dropped, ending our year at $59.60. In addition to real impacts to our results of operations, our stock was impacted by rampant recessionary speculation which disproportionately impacts the stocks of makers of large consumer discretionary products.
As we look ahead to Fiscal Year 2020, we do foresee a retail market that will match Fiscal Year 2019. During Fiscal Year 2020, the excess dealer inventory issue will be fully resolved, and we anticipate that dealer orders will better align with retail market pull through by the third quarter of our Fiscal Year 2017 results2020. Bolstered by operational improvements and synergies realized from the EHG transaction, we foresee significant improvement in this year’s Proxy Statement.
We seek to govern your Companyour year over year performance as our wholesale sales come in a transparent manner that is defined by good governance and dedicatedline with the retail market. This reality, in addition to the goalimpact of driving long-term valuethe EHG acquisition, position us to our Shareholders. We focus our efforts on business strategy, risk management, talent development, succession planning,return to growth in Fiscal Year 2020 and Thor’s commitment to its culture of ethics and compliance. Our mission is to help your Company achieve sustainable operating and financial performance and to drive both short-term and long-term Shareholder value.beyond.
GOVERNANCE DEVELOPMENTS
At Thor, we believe that goodGood corporate governance is the foundation forupon which our Company operates. At Thor, our system of governance secures our financial integrity and sustained performance. Our focus on governanceIn this Proxy, we present for election the first declassified Board in the history of our Company, marking a significant development in our governance. Additionally, in Fiscal Year 2017 led2019, we created our ESG Committee with oversight by our Board. The ESG committee is responsible for evaluating the Company’s current performance as a responsible corporate citizen in the areas of Environment, Social, and Governance, both internally with our employees and externally to significant changes during and followingthe communities that we impact. Additionally, the ESG Committee will set our Fiscal Year. Significant governance developments from Fiscal Year 2017 included:pathway to constant improvement
By-lawsOUR HISTORY OF BEING MINDFUL OF OUR ENVIRONMENTAL IMPACT AND PROVIDING MEANINGFUL VALUE TO THE MANY CONSTITUENTS OF OUR COMMUNITIES IS DEEP. to require that Directors be elected by a majority of the votes cast in uncontested elections and to require Directors who are nominated for election at an annual meeting but do not receive the required majority vote to submit their resignations from the Board.
FISCAL YEAR 2017 OPERATIONS
In Fiscal Year 2017, Thor maintained its unbroken streak of profitability since its inception and extended its streak of delivering record results in
both net sales and profitability to 10 consecutive quarters when measured on a year over year basis. The accretive impact of the Jayco acquisition, combined with strong organic growth, led to significant growth in both net sales and net income of 58% and 46%, respectively.
Over the course of Fiscal Year 2017, Thor’s management team successfully integrated the operations of Jayco while it managed the increasing demand for all Thor products throughout North America by implementing an aggressive capital expansion program designed to increase the Company’s ability to meet the great but still growing demand for its products. Our management team possesses a great deal of industry experience, making it adept at evaluating strategic decisions and implementing aggressive yet prudent strategic measures which allowed for significant organic growth of Thor’s operations.
The Jayco acquisition has been a great success, delivering immediate and significant accretive value. While great strides have been made in the midst of a demanding marketplace, opportunities for improved performance remain, and management at both Thor and Jayco remain focused on continuing to drive improved margins at Jayco.
As part of the Jayco transaction, Thor took on long-term debt for the first time in its recent history, borrowing $360 million. At the time it entered into the credit facility, Thor boldly announced its intent to retire that debt within three (3) years. Our outstanding performance in Fiscal Year 2017 enabled us to aggressively reduce the outstanding loan balance by approximately $215 million, leaving us ahead of our original ambitious schedule. Shortly after the end of our fiscal year, we repaid an additional $55 million of our debt, leaving only $90 million of the original $360 million outstanding on our credit facility. We anticipate fully retiring this debt in Fiscal Year 2018 absent an alternative to strategically employ funds available under the credit facility.
While Thor did not enter into an acquisition in Fiscal Year 2017, its appetite for accretive and opportunistic acquisitions remains undiminished. As we announced in the wake of the Jayco acquisition, neither this Board nor our management team sees any hard stop to our acquisition strategy, which has long been a centerpiece to our strategic growth plan. We will remain disciplined in our strategy of growing both organically and through acquisitions that fit within our strategic vision of the Company.
In Fiscal Year 2017, we remained dedicated to our history of annual dividend increases as we made a 10% increase in the quarterly dividend. Since the end of Fiscal Year 2017, we announced an increase in the dividend for Fiscal Year 2018, making Fiscal Year 2018 our 8th straight year of dividend increases. We believe that our performance and our positioning for the future provide great reason for optimism amongst our fellow Shareholders.
We thank you—our Shareholders—for the trust and confidence that each of you place in Thor, and we hope to see you at the Meeting.
The Board of Directors of Thor Industries, Inc.
THOR INDUSTRIES, INC. of Shareholders Important Notice Regarding the Availability of Proxy Materials for the Thor Industries, Inc. Annual Meeting of Shareholders to be Held on December 13, 2019. Dear Fellow Shareholders: It is our pleasure to invite you to our Annual Meeting of Shareholders (our “Meeting” or “Annual Meeting”) that will be held onDecember 13, 2019, at 1:00 p.m., Central Standard Time, at the Waldorf Astoria Chicago, 11 East Walton, Chicago, IL 60611 in the Hemingway Meeting Room. At the meeting, our Shareholders will be asked to: | ||
Shareholders of record as of the close of business on October 18, 2019 (the “Record Date”) are entitled to vote at the Annual Meeting and any postponement or adjournment thereof. We hope that you will attend our Meeting. In the event that you cannot attend, we strongly urge you to vote your shares by following the instructions on the included Notice Card.
Thor Industries tremendously values the input of its Shareholders.Your vote, every vote, isimportant to us. Please take the time to review our Proxy Statement and submit your votes.
We appreciate your continued confidence in our Company and look forward to seeing you at the annual meeting on December 13, 2019.
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Andrew E. Graves | ||
Chairman of | ||
Todd Woelfer | ||
Senior Vice President, General | ||
Counsel, and Corporate Secretary |
NOTICE OF 2019 ANNUAL MEETING & PROXY STATEMENT
The Proxy Statement and Annual Report on Form10-K are available at www.proxyvote.com.
You are entitled to vote at the Meeting if you were a holder of record of Thor Industries, Inc. common stock, $0.10 par value (“Common Stock”), at the close of business on October 18, 2019. At the close of business on that date, 55,198,756 shares of our Common Stock were outstanding and entitled to vote.
INTERNET
Review the Proxy Statement and Vote in One of Four Ways | ||
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INTERNET | TELEPHONE | |
You may vote by internet 24 hours a day
| You may vote by telephone 24 hours a | |
through 11:59 p.m., Eastern Standard | day through 11:59 p.m., Eastern Standard | |
Time, on December | Time, on December 12, 2019, by following | |
the instructions listed on the Notice Card. | the instructions listed on the Notice Card. | |
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| IN PERSON | ||
You can only vote by mail if you request | Attend the Meeting in person. If you plan | |
and receive a paper copy of the proxy
| to attend the Annual Meeting, you will be | |
materials and proxy card. You may | required to present photo identification | |
request proxy materials by following the | and verification of the amount of shares | |
instructions listed on the Notice Card. | held as of October | |
You may then vote by completing, signing, | to the meeting. | |
dating, and returning a proxy card. | ||
Notice to Shareholders: Our | ||
THOR INDUSTRIES, INC.
Proxy Summary
While we offer this summary review of the information contained in our Fiscal Year 2019 Proxy Statement, we encourage you to carefully review the entire Proxy Statement before voting.
| VOTING MATTERS | Board Recommendations | ||||||||||||||
PROPOSAL 1 Election Of Nine (9) Directors Named in This Proxy Statement |
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• | PROPOSAL 3 Advisory Vote to Approve the
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NOTICE OF 2019 ANNUAL MEETING & PROXY STATEMENT
Proxy Summary
This summary highlights certain information contained
THOR INDUSTRIES, INC.
Business Highlights
Net Income
Our net income dropped in 2019 after averaging 25% growth per year over the prior six (6) years. The drop in 2019 was driven by the expenses related to the EHG acquisition, lower top line sales, and an increase in production costs which were impacted by the current U.S. tariff policy. Acquisition expenses (net of tax), bothone-time and recurring, reduced our net income by $212 million. Without these expenses, Fiscal Year 2019 was our third most profitable year, ever.
NET INCOME (IN MILLIONS)
from Continuing Operations attributable to Thor Industries, Inc.
Sales
After six (6) years of aggressive growth in our sales, we experienced a decline in 2019 as excess dealer inventory created a material difference between retail and wholesale sales. The sales decline was softened by the inclusion of 6 months of EHG net sales in our consolidated total.
NET SALES (IN BILLIONS)
from ContinuingOperations
NOTICE OF 2019 ANNUAL MEETING & PROXY STATEMENT
Diluted EPS
Bothone-time and recurring expenses related to the EHG acquisition reduced our EPS by $3.93. Including these expenses, our EPS was $2.47
DILUTED EPS
from Continuing Operations attributable to Thor Industries, Inc.
Cash Generation
Our great ability to generate cash is demonstrated well in a year that saw a decline in both sales and earnings yet set ourall-time record for cash generation.
CASH GENERATED BY OPERATIONS (IN MILLIONS)
from Continuing Operations
History of Increasing
Regular Dividends
Thor’s ultimate mission is to return value to our Shareholders. An important component of that mission is our dividend policy. To that end, Thor has increased its regular cash dividends each of the last nine (9) years and recently announced an increase in the dividend awarded in the first quarter of Fiscal Year 2017 Proxy Statement. While it does not contain all2020. Over the last six (6) years, Thor’s dividend has grown at an APR of over 14% and the dividend rate of Fiscal Year 2019 offered a yield of 2.6% of our year end stock price of $59.60.
REGULAR DIVIDENDS
THOR INDUSTRIES, INC.
Compensation Highlights
Alignment of Pay and Performance
Aligning management pay with the performance of the information in this Proxy Statement, it provides an overviewCompany is a key principle upon which Thor was founded. Since its beginning, Thor has relied heavily on incentive compensation.For nearly four decades, a very simple and basic plan drove great performance and consistently provided compensation that was well aligned with Company performance. In Fiscal Year 2019, however, Thor completed a transformational acquisition of the information discussed herein. You should carefullyErwin Hymer Group, one of Europe’s largest producers of RVs. The timing and significance of this transaction provided a great opportunity to reconsider our compensation plan.
We recently announced significant changes to our compensation plan. The new plan was developed based upon feedback from proxy advisory firms and shareholders alike. The new plan holds dear to the philosophy that a significant percentage of incentive compensation is best to align with the interest of our shareholders. To accomplish this objective, the new plan adds new and important elements which are designed to create more touch points with shareholder value than just the single metric of net earnings before tax (“NBT”) including:
We believe our new compensation plan is responsive to the evaluations from the leading proxy advisory firms and creates a true long-term incentive element utilizing multiple metrics and is best suited to meet our objective, which is to ensure that our NEO compensation aligns with shareholder return. Using targets that are established by review of peer compensation, we set our NEO’s targeted compensation as a percentage of the entire Proxy Statement before voting.peer group benchmark. Our CEO’s targeted pay level is 35% of peer group level.
As in years past, in Fiscal Year 2019, a predominant percentage of our CEO and other Named Executive Officer (“NEO”) compensation was variable incentive pay as demonstrated by the accompanying charts.
VOTING MATTERSFOR NEARLY FOUR DECADES, A VERY SIMPLE AND BASIC PLAN DROVE GREAT PERFORMANCE AND CONSISTENTLY PROVIDED COMPENSATION THAT WAS WELL ALIGNED WITH COMPANY PERFORMANCE.
Key Compensation Actions Taken in Fiscal Year 2019
| • | No increase from Fiscal Year 2018 base salary or in the sharing percentages for either our MIP or LTI programs for our CEO or our other NEOs. |
| • | Exclusion of the EHG NBT and transaction costs of the EHG acquisition for purposes of calculating the compensation to be paid under our cash and equity incentive plans. |
| • | Continued use of a compensation advisory firm, Willis Towers Watson, for benchmarking, regulatory guidance, and compensation analyses. |
For additional information regarding the compensation of our NEOs, see our Compensation Discussion and Analysis.
THOR INDUSTRIES, INC.
Corporate Governance Highlights
Good corporate governance is essential to the continued long-term success of our business. The following list identifies important governance actions and practices at Thor in Fiscal Year 2019:
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Compensation Highlights
ALIGNMENT OF PAY AND PERFORMANCE
In Fiscal Year 2017, Thor remained true to its compensation plan that has provided true pay for performance since its inception. Our plan relies heavily upon variable performance-based incentives calculated upon the Company’s net profit before tax (“NBT”), resulting in a strong linkage between pay and performance. Our plan, while different, is time-tested and proven, and the Company remains confident that it drives performance and aligns CEO pay with our return to Shareholders better than alternative plans.
In Fiscal Year 2017, a predominant percentage of our CEO and other Named Executive Officers (“NEOs”) compensation was variable incentive pay as demonstrated by the following charts:
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KEY COMPENSATION ACTIONS TAKEN IN FISCAL YEAR 2017
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Board Refreshment | • | Balance of new and experienced Directors | ||
• | Followed a mandatory retirement policy requiring all Directors who are 72 years of age or older to submit a resignation to the Board for consideration each year | |||
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| • | Declassified Board of Directors | ||
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Board Evaluation & | • | Annual Board Self-Assessment | ||
Effectiveness | • | Bifurcated Chairman and CEO roles | ||
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• | Board committees possess the right to hire advisors | |||
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Clawback and
| • | “No Fault” Clawback Policy: Return of incentive compensation when financial restatement is required | ||
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| • | Continued Shareholder and advisory firm engagement | ||
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ESG | • | Established an ESG Committee, reporting directly to the Nominating and Corporate Governance | ||
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| 04 | Notice of | |||
| 04 | Board Recommendations | |||
| 16 | Voting Instructions and Information | |||
| Election of Directors | ||||
| 19 | Proposal 1 – Election of Directors | |||
| 21 | Director Nominees | |||
| 27 | Corporate Governance | |||
| 30 | Board Risk Oversight | |||
| 32 | Shareholder Communications | |||
| 35 | Executive Officers Who Are Not Directors | |||
| Ratification of Independent Auditors | ||||
| 36 | Proposal 2 – Ratification of Independent Registered Public Accounting Firm | |||
| 38 | Report of Audit Committee | |||
| Advisory Vote to Approve Named | ||||
| Executive Officer Compensation | ||||
| 39 | Proposal 3 – Advisory Vote to Approve The Compensation of our NEOs | |||
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THOR INDUSTRIES, INC.
Voting Instructions and Information
GENERAL INFORMATION ABOUT OUR ANNUAL MEETINGGeneral Information about Our Annual Meeting
A copy of this Proxy Statement and our Annual Report for the fiscal year ended July 31, 20172019 (“Fiscal Year 2017”2019”), will be sent to any Shareholder who requests a copy through any of the following methods:
The Annual Report is not to be considered a part of this proxy soliciting material.
VOTING INSTRUCTIONS AND INFORMATIONVoting Instructions and Information
Who Can VoteWHO CAN VOTE
You are entitled to vote if our records show that you held shares in our Company as of the Record Date, October 16, 2017.18, 2019. At the close of business on that date, 52,694,36555,198,756 shares of our Common Stock were outstanding and entitled to vote. Each share of our Common Stock is entitled to one vote. A list of Shareholders entitled to vote at the Annual Meeting will be available for examination by Shareholders at the Meeting and during regular business hours at the Company’s office for ten (10) days prior to the Meeting.
How to VoteHOW TO VOTE
In accordance with the rules of the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each Shareholder of record, we may furnish our proxy materials, including this Proxy Statement and our Annual Report to Shareholders, by providing access to these documents on the Internet. Generally, Shareholders will not receive printed copies of the proxy materials unless they request them.
If your Common Stock is held through a broker, bank, or other nominee (held in “street name”), you will receive instructions from the entity holding your stock that you must follow in order to have your shares voted. If you want to vote in person, you must obtain a legal proxy from the entity holding your shares and bring it to the Meeting.
If you hold shares in your own name as a holder of record with our transfer agent, Computershare, you may instruct the proxies how to vote by following the instructions listed on the Notice of Internet Availability (“Notice Card”) or the proxy card (if printed materials were requested). Of course, you can always come to the Meeting and vote your shares in person.
Shareholders may vote their shares by proxy in any of the following ways:
| 1. | By Internet: You may vote by internet 24 hours a day through 11:59 p.m., Eastern Standard Time, December |
| 2. | By Telephone: You may vote by telephone 24 hours a day through 11:59 p.m., Eastern Standard Time, December |
| 3. | By Mail: You |
| 4. | At the Meeting: You may attend the Meeting and vote in person. |
NOTICE OF 2019 ANNUAL MEETING & PROXY STATEMENT
A proxy submitted by mail that is properly executed and timely returned to our Company that is not revoked prior to the Meeting will be voted in accordance with your instructions. If no instructions are given with respect to the proposal to be voted upon at the Meeting, proxies will be voted in accordance with the recommendations of our Board of Directors on such proposals. Youproposals.You may revoke your proxy at any time until exercised by giving written notice to the Secretary of our Company, by voting in person at the Meeting, or by timely submitting a later-dated proxy by mail, internet, or telephone. At our Meeting, a representative of Broadridge Financial Solutions, Inc. will tabulate the votes and act as the inspector of election.
Voting Instructions and Information
How Votes are CountedHOW VOTES ARE COUNTED
A quorum is required to transact business at our Meeting. Shareholders of record constituting a majority of the shares entitled to cast votes shall constitute a quorum. If you have returned valid proxy instructions or attend the Meeting in person, your shares will be counted for the purpose of determining whether there is a quorum, even if you abstain from voting on some or all matters voted upon at the Meeting. Abstentions and brokernon-votes will be treated as present for purposes of determining whether a quorum is present.
THOR INDUSTRIES, INC.
VotingVOTING
Your vote may be (i) “for” or “withhold” on the proposal relating to the election of Directors, “every year”, “every two years”, “every three years”, or “abstain” on the proposal relating to the frequency of the “Say on Pay” votes, and (iii)(ii) “for”, “against”, or “abstain” on each of the other proposals. The affirmative vote of a majority of the votes cast is required to approve each proposal. With respect to director elections, our Amended and RestatedBy-Laws(“By-Laws”) require each nominee for election as a director to resign from the Board upon failing to receive a majority of the votes cast in an uncontested election, contingent upon the acceptance of the proffered resignation by the Board, with the recommendation of the Nominating and Corporate Governance Committee of the Board. Brokernon-votes and abstentions dowill not impact the outcome of the vote on the proposals related to the election of Directors, ratification of the appointment of our independent registered accounting
BOARD RECOMMENDATION
OUR BOARD OF DIRECTORS
RECOMMENDS THAT YOU
VOTEFOR EACH OF THE
DIRECTOR NOMINEES,FOR
THE RATIFICATION OF THE
APPOINTMENT OF THE
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM,
ANDFOR THE ADVISORY
VOTE APPROVING THE
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
firm and the advisory vote to approve NEO compensation, as they are not counted as votes cast. It is important to be aware that if you hold shares in street name with a broker, bank, or other nominee, and you do not submit voting instructions, then your broker, bank, or nominee will not be permitted
to vote your shares in its discretion on any of the matters set for vote at our Meeting other than Proposal 2 relating to the ratification of the appointment of our independent registered public accounting firm, which is considered a routine matter.
Cost of Proxy SolicitationCOST OF PROXY SOLICITATION
The cost of solicitation is being borne by our Company.
Shareholders Sharing an AddressSHAREHOLDERS SHARING AN ADDRESS
We will deliver only one Notice of Internet Availability and one Proxy Statement and/or Annual Report, if requested, to multiple Shareholders sharing an address unless we receive contrary instructions from one or more of such Shareholders. We will undertake to deliver promptly, upon written or oral request, separate copies of the Notice of Internet Availability, Annual Report, and/or Proxy Statement to a Shareholder at a shared address to which single copies of the Notice of Internet Availability, Annual Report, and/or Proxy Statement are delivered. A Shareholder can notify us either in writing or by phone that the Shareholder wishes to receive separate copies of the Notice of Internet Availability, Annual Report, and/or Proxy Statement, or Shareholders sharing an address can request delivery of single copies of the Notice of Internet Availability, Annual Report and/or Proxy Statement if they are receiving multiple copies by contacting us at Thor Industries, Inc., 601 East Beardsley Avenue, Elkhart, IN 46514, Attention: Corporate Secretary, (574)(574) 970-7460.
Proposal 1. Election of Directors
PROPOSAL 1 – ELECTION OF DIRECTORS
Our Board of Directors nominated our three (3) Class A Directors to stand for election to the Board of Directors at the Meeting: Our Lead Director and ChairEach of our Compensation and Development Committee, Jan H. Suwinski; the Chaircurrently serving directors has been nominated forre-election to serve a single-year term. Each of our Nominating and Governance Committee, J. Allen Kosowsky; and Director Wilson Jones. All of the nominees currently serve as members of the Board of Directors. Thesethese individuals havehas agreed to be named in our Proxy Statement as nomineesa nominee and to serve as membersa member of the Board of Directors if elected by the Shareholders. In making this nomination, our Board recognizes that it is of critical importance to the Company that the nominees beare individuals who bring criticalcrucial skills and unique voices to our boardroom, and the Board carefully considered each nominee’s contributions to the Board and his or her unique skills and qualifications.
Up for election this year are the Class A Directors, Jan H. Suwinski, J. Allen Kosowsky, and Wilson Jones. Andrew E. Graves and Alan Siegel, our Class C Directors, have been elected to serve until the 2018 Annual Meeting. Peter B. Orthwein, Robert W. Martin, and James L. Ziemer currently serve as our Class B Directors with terms expiring at the 2019 Annual Meeting.
The representatives designated to vote by proxy intend to vote FOR the election of the nominees listed below. In the event that any nominee becomes unavailable for election (a situation our Board does not now anticipate), the shares represented by proxies will be voted, unless authority is withheld, for such other person as may be designated by our Nominating and Corporate Governance Committee.
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Qualifications and Process for Nominees
Our Board believes that it is necessary for each of our Directors to possess many diverse qualities and skills. When searching for new candidates, our Nominating and Corporate Governance Committee considers the evolving needs of our Board, which are defined by our need for guidance in our business, and searches for candidates who fill any current or anticipated future gap. Our Board also believes that all Directors must possess a considerable amount of business management experience. Our Nominating and Corporate Governance Committee also evaluates candidates on, as applicable, the satisfaction of any independence requirements imposed by law, regulation, the New York Stock Exchange (the “NYSE”), and/
or our Corporate Governance Guidelines. When evaluating Director candidates, our Nominating and Corporate Governance Committee first considers a candidate’s business management experience and then considers that candidate’s judgment, background, stature, conflicts of interest, integrity, ethics, and commitment to the goal of maximizing Shareholder value. In addition, our Board and Nominating and Corporate Governance Committee
Election of Directors
believe that it is essential that our Board members represent diverse viewpoints. In our more recent candidate searches, our Board has followed an informala diversity practice which it formally established as policy at its October 2017
OUR BOARD ADHERES TO A DIVERSITY POLICY, REQUIRING THE INITIAL LIST OF CANDIDATES FROM WHICH THE BOARD WILL SELECT NOMINEE(S) TO INCLUDE QUALIFIED CANDIDATES WITH DIVERSITY OF GENDER, RACE, AND ETHNICITY. |
THOR INDUSTRIES, INC.
Board meeting. The Diversity Policy requires our Board to obtain an initial slate of candidates that includes qualified candidates with diversity of race, ethnicity, and gender. In considering candidates for our Board, our Nominating and Corporate Governance Committee considers the entirety of each candidate’s credentials, in addition to diversity, as they fit with the current composition of the Board. We consider our Board of Directors to be a valuable strategic asset of our Company. To maintain the integrity of this asset, our Board of Directors has been carefully crafted to ensure that its expertise covers diversity of experience and perspective, and these attributes will continue to be considered when nominating individuals to serve on our Board. With respect to the nomination of continuing Directors forre-election, the individual’s contributions to our Board are also considered.
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BOARD RECOMMENDATION THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTEFOR | ||||||
THE NOMINEES. | ||||||
NOTICE OF 2019 ANNUAL MEETING & PROXY STATEMENT
Nominees for Board of Directors
Andrew Graves DIRECTOR SINCE: 2010 Age 60 Chairman of the Board |  | |||
Thor Committees
Outside Directorships
Mr. Graves, who became a Director in December of 2010, was CEO for Motorsport Aftermarket Group, a leading manufacturer, distributor, andon-line retailer of aftermarket products for the powersports industry. He joined this privately- held group in January of 2015 as CEO and retired August of 2018. Previously, Mr. Graves served as the President of Brunswick Boat Group, a division of the Brunswick Corporation, an NYSE company. He was with Brunswick from 2005-2014. Prior to his time with Brunswick, Mr. Graves was President of Dresser Flow Solutions, a maker of flow control products, measurement systems, and power systems, from 2003 to 2005, and before that he was President and Chief Operating Officer of Federal Signal Corporation. Our Nominating and Corporate Governance Committee and Board believe that his extensive management experience in related consumer durable businesses whose products are distributed through a dealer network makes him an asset to our Board.
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• Management | • Talent Management | |
• Marketing/Sales | • Strategy | |
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Amelia A. Huntington DIRECTOR SINCE: 2018
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Thor Committees
Outside Directorships
Ms. Huntington, who became a Director in October of 2018, served as the Chief Executive Officer of Philips Lighting Americas, a leading manufacturer of commercial and residential lighting solutions, until January of 2018, after serving as Chief Executive Officer of Philips Lighting, Professional Lighting Solutions, an assignment based in Amsterdam, The Netherlands. Prior to joining Philips Lighting in April 2013, Ms. Huntington held senior leadership positions with Schneider Electric over the course of a22-year career, including Chief Operating Officer of Schneider Electric North America and CEO of subsidiary, Juno Lighting Group. Our Nominating and Corporate Governance Committee and Board believe that her extensive experience in multinational operations makes her an asset to our Board.
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• Marketing/Sales |
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THOR INDUSTRIES, INC.
 | Wilson Jones DIRECTOR SINCE: 2014
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Mr. Jones, who became a Director in August of 2014, is the President and Chief Executive Officer and a director of Oshkosh Corporation, a leading designer, manufacturer and marketer of a broad range of specialty vehicles and vehicle bodies. Mr. Jones joined Oshkosh Corporation in 2005 and held senior leadership positions in the Fire & Emergency Segment until July of 2007 when he became President of Pierce Manufacturing, Inc. From September of 2008 to September of 2010, Mr. Jones held the position of Executive Vice President and President of the Fire & Emergency segment. From September of 2010 to August of 2012, Mr. Jones led the Access Equipment Segment as Executive Vice President and President, the largest business segment of the company, until his appointment to President and Chief Operating Officer. He was named President and Chief Executive Officer in January of 2016. Our Nominating and Corporate Governance Committee believe his experience in specialty vehicles and management experience make him an asset to our Board.
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Christopher Klein DIRECTOR SINCE: 2017 Age 56 |  | |||
Thor Committees
Outside Directorships
Mr. Klein, who became a Director in December 2017, is the Chief Executive Officer and a director of Fortune Brands Home & Security, Inc., a leading manufacturer of home and security products. Mr. Klein joined Fortune Brands, Inc. in 2003 and held corporate strategy, business development, and operational positions until he became CEO of Fortune Brands Home & Security in 2010. Previously, Mr. Klein held key strategy and operating positions at Bank One Corporation and also served as a partner at McKinsey & Company, a global management consulting firm. Mr. Klein spent his early career in commercial banking, at both ABN AMRO and First Chicago. Our Nominating and Corporate Governance Committee and Board believe that his management experience as chief executive officer of a public company, as well as his treasury and consulting background make him an asset to our Board.
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• Business Head/Administration |
• Corporate Governance |
• Finance |
• Finance/Capital Allocation |
• Talent Management |
• Financial Expertise/Literacy |
• Financial Services Industry |
• International |
• Management |
• Mergers & Acquisitions |
• Risk Management |
• Strategic Alliances |
• Strategy |
NOTICE OF 2019 ANNUAL MEETING & PROXY STATEMENT
J. Allen Kosowsky DIRECTOR SINCE: 2010 Age 71 |  | |||
Thor Committees
Outside Directorships
Mr. Kosowsky, who became a Director in March of 2010, is a certified public accountant who since 1985 has conducted business through his own advisory firm. The firm provides services that include business and intellectual property valuations, forensic accounting and financial analysis, and alternative dispute resolutions. From January of 2003 to February of 2010, Mr. Kosowsky served as the Chairman of the board of directors and Chairman of the audit committee for ON2 Technologies Inc., a U.S. based video compression software company, which was acquired by Google, Inc. On September 17, 2016, Mr. Kosowsky became a National Association of Corporate Directors fellow. In June of 2017, Mr. Kosowsky joined the board of BlackRidge Technology International, Inc., a cyber security software company and serves as the Lead Director, Chair of the audit committee, and a member of the compensation and nominating and governance committees. Our Nominating and Corporate Governance Committee and Board believe that his extensive accounting experience and his financial expertise and training, which qualify him as an “audit committee financial expert”, make him an asset to our Board.
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• Business Ethics | • Management | |
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• Business Operations | • Technology Systems | |
• Cyber Security | • Risk Management | |
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• Real Estate | • Finance | |
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• Financial Expertise/Literacy | • Taxation | |
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Robert W. Martin DIRECTOR SINCE: 2013 Age 50 |  |
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President and Chief Executive Officer
Mr. Martin has been with our Company since 2001 when we acquired Keystone RV, where he worked since July of 1998. Mr. Martin currently serves as our President and Chief Executive Officer. From August of 2012 to July of 2013, Mr. Martin served as the Company’s President and Chief Operating Officer. Mr. Martin previously served as President of our RV Group from January of 2012 to August of 2012. Prior to becoming President of our RV Group, Mr. Martin was President of Keystone RV from January of 2010 to January of 2012 and Executive Vice President and Chief Operating Officer of Keystone RV from January of 2007 to January of 2010. Mr. Martin has held various positions with Keystone RV, including Vice President of Sales and General Manager of Sales. Prior to joining Keystone RV, Mr. Martin held positions at Coachmen Industries, Inc., a former recreational vehicle and manufactured housing company. Our Nominating and Corporate Governance Committee and Board believe that his extensive experience with our Company and the industry make him an asset to our Board. | ||||||
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THOR INDUSTRIES, INC.
Peter B. Orthwein DIRECTOR SINCE: 1980 Age 74 Chairman Emeritus of the Board |  |
Mr. Orthwein, aco-founder of our Company, currently serves as Chairman Emeritus of the Board, having been appointed to this position in August 2019 after serving as Executive Chairman since August 2013. Mr. Orthwein has served as a Director of our Company since its inception. Prior to being our Executive Chairman, he served as the Company’s Chairman and CEO from November 2009 to August 2013. In addition, he served as the Company’s President from November 2009 to August 2012. Mr. Orthwein was previously Chairman of our Company from 1980 to 1986, Vice Chairman of our Company from 1986 to November of 2009, and Treasurer of our Company from 1980 to November of 2009. |
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• Financial Expertise/Literacy |
• Mergers & Acquisitions |
• Strategy |
• Management |
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Jan H. Suwinski DIRECTOR SINCE: 1999
Age 78 |  |
Thor Committees
Outside Directorships
Mr. Suwinski was our Independent Lead Director from 2013 to August of 2019. He became a Director in July of 1999, joined the faculty of the Samuel-Curtis Johnson Graduate School of Management, Cornell University in July of 1996 and served as its Clinical Professor of Management and Operations, where heco-taught the Strategic Operations Immersion course, as well as courses in Business Strategy and Strategic Alliances. Mr. Suwinski retired from the faculty in June of 2016. Starting in 1965, Mr. Suwinski served in a variety of managerial roles at Corning, Incorporated, a global manufacturing company. From 1990 to 1996, Mr. Suwinski was Executive Vice President, Opto Electronics Group at Corning, Incorporated and, from 1992 to 1996, Mr. Suwinski was Chairman of Siecor, a Siemens/Corning joint venture. Mr. Suwinski was formerly a director of ACI Worldwide, Inc. and Tellabs, Inc. Mr. Suwinski served on the board of directors of Ohio Casualty Group, Inc. from 2002 to 2007. Our Nominating and Corporate Governance Committee and Board believe that his management experience and his significant public company board experience make him an asset to our Board.
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NOTICE OF 2019 ANNUAL MEETING & PROXY STATEMENT
James L. Ziemer DIRECTOR SINCE: 2010 Age 69 | ||
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Thor Committees
Outside Directorships
Mr. Ziemer, who became a Director in December of 2010, was the President and Chief Executive Officer at Harley Davidson, Inc. from 2005-2009 and served as a director for that company from 2004-2009. Mr. Ziemer joined Harley-Davidson in 1969 and held a series of positions in manufacturing, engineering, accounting, parts and accessories, and finance. From 1991 until his election as the President and Chief Executive Officer of Harley-Davidson in 2005, he served as the Chief Financial Officer. Mr. Ziemer also served as President of The Harley-Davidson Foundation, Inc. from 1993 to 2006. Our Nominating and Corporate Governance Committee and Board believe that Mr. Ziemer’s substantial management experience, including as a chief executive officer of a public company, and his financial expertise and training, which qualify him as an “audit committee financial expert”, make him an asset to our Board.
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Our Board of Directors: Structure and Committees
NOTICE OF 2019 ANNUAL MEETING & PROXY STATEMENT | ||
Our Board of Directors: Structure,
Committees and Corporate Governance
Corporate Governance
Good corporate governance is the foundation upon which our Company operates. The process of any good company.corporate governance is dynamic, requiring constant vigilance and evaluation to determine and implement those governance practices that are best-suited to provide integrity and transparency in and to our business. At Thor, our Board and management are dedicated to the process of constant evaluation and active implementation of appropriate governance processes, practices, and policies that ensure an environment of the highest integrity.
Corporate Governance
As in prior years, in Fiscal Year 2017, our Board engaged in a thorough analysis of its governance positions. During and after the fiscal year, several key actions were taken by our Board regarding our governance policies and practices.policies. Thor’s Board-adopted Governance Guidelines serve as the framework for consistently effective governance of the Company. The Guidelines are regularly reviewed and updated and are available for review on our website,www.thorindustries.com.www.thorindustries.com.
Board Selection Process
Our Nominating and Corporate Governance Committee screens candidates and recommends nominees to the full Board. OurBy-laws provide that our Board may set the number of Directors at no fewer than one (1) and no more than fifteen (15). Our Board currently consists of eight (8)nine (9) Directors who are divided into three (3) classes.- each Director will stand for election each year.
Our Nominating and Corporate Governance Committee has relied upon board search firms in identifying suitable candidates. During this process, the Board engages in an evaluation of a widely-diverse set of candidates. Recently,In Fiscal Year 2017, our Board adopted a diversity policy, requiring the initial list of prospective candidates to include qualified candidates with diversity of race, ethnicity, and gender. An important
consideration in our prospective Board member evaluation includes his or her obligation to their primary company and/or to other boards that would detract from their obligation to fully serve on our Board. Further, the Committee will consider Shareholder nominations of candidates for our Board on the same basis as Board-identified candidates, provided that any such nominee possesses the requisite business, management, and educational experience.
Proxy Access
At our December Board meeting, the Board will vote on a proposal to amend ourOurBy-laws to allow a group of up to twenty (20) Shareholders who have owned at least 3% of our outstanding shares for a period of at least three (3) years to nominate up to two (2) or 25% of the seats up for election, whichever is greater, and include those nominations in our Proxy Statement and in connection therewith to adopt certain advance notice provisions for Shareholder proposals.Statement.
Board Structure And Leadership
OurFiscal Year 2019 was a significant year for our Board structure consistsand leadership. First, our Shareholders approved the Board’s request to declassify itself at last year’s Annual meeting. Then, at the end of anour Fiscal Year, our long-term Executive Chairman andco-founder, Peter Orthwein, announced his retirement as Executive Chairman. Subsequently, Andy Graves was named Chairman, becoming Thor’s first independent Chairman. With Mr. Graves as our founder Peter B. Orthwein, and an Independent Lead Director, Jan Suwinski. Ourindependent Chairman, our Board is also led by strong Committee chairs, Messrs. SuwinskiJones (Compensation and Development), Kosowsky (Nominating and Corporate Governance), and Ziemer (Audit).
THOR INDUSTRIES, INC.
Our Board has three Committees with the principal functions described below. The charters of each of these Committees are posted on our website atwww.thorindustries.com and are available in print to any Shareholder who requests them.
Audit CommitteeAUDIT COMMITTEE
The principal functions of our Audit Committee areinclude to:
Our Board of Directors: Corporate Governance
Compensation and Development CommitteeCOMPENSATION AND DEVELOPMENT COMMITTEE
The principal functions of our Compensation and Development Committee areinclude to:
Nominating and Corporate Governance CommitteeNOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The principal functions of our Nominating and Corporate Governance Committee areinclude to:
NAME
| BOARD
| AUDIT COMMITTEE
| COMPENSATION AND DEVELOPMENT COMMITTEE
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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
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Andrew Graves
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Wilson Jones
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J. Allen Kosowsky*
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Chair
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Robert W. Martin
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Peter B. Orthwein
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Alan Siegel
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Jan Suwinski
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James Ziemer*
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Total Fiscal Year 2017 Meetings
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* Our Board has determined that Mr. Kosowsky and Mr. Ziemer are “audit committee financial experts” as defined in Section 407 of the Sarbanes-Oxley Act of 2002.. | ||||||||||
Each member of each Committee is independent in accordance with the rules of the NYSE and our Director Independence Standards which are available on our website, www.thorindustries.com. | ||||||||||
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| • | Review succession plans, including policies and principles for the selection and performance review of the Chief Executive Officer. |
| • | Establish criteria for selecting new Directors, |
| • | Review all components of |
| • | Determine whether a Director should be invited to stand forre-election. |
| • | Oversee the Company’s ESG Committee. |
Board of Directors and Committees of the Board as of October 30, 2019
| NAME | BOARD | AUDIT COMMITTEE | COMPENSATION AND DEVELOPMENT COMMITTEE | NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | |||||||||||||
Andrew Graves | Chair | ✓ | ✓ | ||||||||||||||
Amelia A. Huntington | ✓ | ✓ | ✓ | ||||||||||||||
Wilson Jones | ✓ | Chair | ✓ | ||||||||||||||
Christopher Klein | ✓ | ✓ | ✓ | ||||||||||||||
J. Allen Kosowsky* | ✓ | ✓ | Chair | ||||||||||||||
Robert W. Martin | ✓ | ||||||||||||||||
Peter B. Orthwein | ✓ | ||||||||||||||||
Jan Suwinski | ✓ | ✓ | ✓ | ||||||||||||||
James Ziemer* | ✓ | Chair | ✓ | ||||||||||||||
Total Fiscal Year 2019 Meetings | 13 | 9 | 9 | 4 | |||||||||||||
*Our Board has determined that Mr. Kosowsky and Mr. Ziemer are “audit committee financial experts” as defined in Section 407 of the Sarbanes-Oxley Act of 2002.
Each member of each Committee is independent in accordance with the rules of the NYSE and our Director Independence Standards which are available on our website,www.thorindustries.com.
THOR INDUSTRIES, INC.
Director Independence
Of our nine Directors, only one is employed by our Company, our CEO Mr. Martin. With the exception of Mr. Martin and Mr. Orthwein (who retired as an employee of the Company at the end of Fiscal Year 2019), our Board is comprised entirely of “independent” Directors as that term is defined by both NYSE listing standards and our own Governance Guidelines. The Board conducts an annual review to determine the continued “independence” of all of our Independent Directors (currently, Messrs. Suwinski, Ziemer, Graves, Kosowsky, Klein, Jones, and Ms. Huntington).
Independent Director Meetings
Thor’s independent Directors, as an entire body or part thereof, meet innon-executive sessions that include Mr. Orthwein and all of the independent directors and in executive session of independent directors at the conclusion of each Audit Committee meeting and Compensation and Development Committee meeting as well as upon the conclusion of each Board meeting.
Director Attendance
During our Fiscal Year 2017,2019, the Board of Directors held five (5)13 meetings. In the aggregate, current
Directors attended 100%97% of the total meetings of the full Board. No current Director attended less than 86%85% of the combined total meetings of the full Board and the Committees on which the Director served during this past year. All of the members of the Board are encouraged, but not required, to attend the Company’s Annual Meeting of Shareholders. All of thethose who were members of the Board at the time of the 2018 Annual Meeting, attended the Company’s 2016 Annual Meeting.
Annual Board And Committee Evaluation
Each year, our Board conducts evaluations of each Committee and the Board as a whole. This process includes evaluation of the individual members of the Committees and the Board. The evaluation includes a process of dynamic feedback designed to identify areas of increased focus.
At both the full Board and Committee level, a primary function of our Board of Directors is to oversee the Company’s risk profile and the processes established by management for managing risk. Our Board and its Committees regularly evaluate these risks and the mitigation strategies employed by management. In general terms, our Committees oversee the following risks:
AUDIT COMMITTEE
All risks related to financial controls, including all applicable legal, regulatory, and compliance risks, as well as the overall risk management governance structure, including evaluating and responding to the assessments of both our internal audit department and our external auditors.
COMPENSATION AND DEVELOPMENT COMMITTEE
All risks associated with the design and elements of our compensation program and related compliance issues, and all risks associated with the process of developing our people and succession planning.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE:
All risks within the scope of the Company’s governance programs and applicable compliance issues.
| NOTICE OF | ||
In performing its oversight responsibilities, the Board relies, in part, upon the results and information gained through the Company’s Enterprise Risk Management Program, and considers the program for amendment, as appropriate. The program is designed to ensure appropriate risk monitoring of, and controls over, risks associated with our business. Risks evaluated through the program include, but are not limited to, strategy, acquisition integration, legal, compliance, human resources, mergers & acquisitions, IT & cyber security, operations, and finance risks.
The Board receives regular reports from management regarding the status of its risk management programs, and provides input and direction designed to keep the risk management programs effective against dynamic and ever-evolving risks applicable generally to commercial enterprises and specifically to our Company.
The Board and management have developed a culture of risk awareness and risk management that includes annual Company-wide ethics training. Through this constant process, the Company gains input from a great number of its employees as it evaluates risks and updates its management plan accordingly.
Diversity Policy
In Fiscal Year 2017, our Board formalized a diversity policy that it has followed in recent Board candidate searches. Under the Board’s diversity policy, the initial list of candidates to be considered must include qualified candidates with diversity of race, ethnicity, and gender.
Succession Planning
Our Board is actively engaged and involved in talent management. Our succession plan and talent management programs are reviewed semi-annually with the Compensation and Development Committee, and then reviewed and considered by the full Board. These discussions include an ongoing evaluation of our talent and leadership bench and the succession plan that envisions those individuals’ advancement to key positions in our Company.
In addition, high-potential employees are regularly evaluated and engaged in comprehensive training, both on the job and in the classroom. During Fiscal Year 2016, we instituted a program of executive studies through the University of Notre Dame in which high-potential employees andtop-level management participate in a series of comprehensive programs designed to provide further education relevant to their job functions. This program runs annually and provides a mechanism for the advancement of key employees.
Mandatory Resignation Policy
In Fiscal Year 2017, our Board implemented a mandatoryage-based resignation policy, requiring each Director who is 72 years of age or older to submit his or her resignation for consideration by the Board at our October Board meeting for action at our Annual Meeting. If the Board accepts the Director’s resignation at the October Board meeting, the Director’s resignation would be effective at the Annual Meeting.
THOR INDUSTRIES, INC.
We encourage Shareholder communication with the Company. Any communications from interested parties directed toward our Board or independent Directors specifically may be sent to Andy Graves, our independent Chairman, who forwards to each of the other Board members or independent Directors, as appropriate, any such communications that, in the opinion of Mr. Graves, deal with the functions of our Board or the Committees thereof or that he otherwise determines require their attention.Mr. Graves’ address for this purpose is c/o Thor Industries, Inc., Attention: Corporate Secretary, 601 East Beardsley Avenue, Elkhart, IN 46514.
Code Of Ethics
We have adopted a written code of ethics, the “Thor Industries, Inc. Business Ethics Policy”, which is applicable to all of our Directors, Officers, and employees, including our principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or Controller, and other Executive Officers identified in this Proxy Statement who perform similar functions (collectively, the “Selected Officers”). Our code of ethics is posted on our website found atwww.thorindustries.com and is available in print to any Shareholder who requests it. Each year members of the management teams at each of our subsidiaries, as well as our NEOs, engage in training on our Business Ethics Policy. We intend to disclose any changes in, or waivers from, our code of ethics applicable to any Selected Officer on our website or by filing a Form8-K with the SEC.
Our Governance Practices
Thor is committed to governance principles that are designed to be in the best interest of our Shareholders. Our Board evaluates each governance principle as it uniquely applies to Thor. In some instances, this leads our Board to adopt and/or maintain policies that it deems in the best interest of Thor that may not be fully consistent with the views held by others. These decisions and determinations are not made lightly; instead, great consideration is given to the adoption of principles best suited to Thor’s long-term success. Controlling governance principles include:
Our Board of Directors: Corporate Governance
managing risk. Our Board and its Committees regularly evaluate these risks and the mitigation strategies employed by management. In general terms, our Committees oversee the following risks:
Audit Committee
All risks related to financial controls, including all applicable legal, regulatory, and compliance risks, as well as the overall risk management governance structure, including evaluating and responding to the assessments of both our Internal Audit Department and our External Auditors.
Compensation and Development Committee
All risks associated with the design and elements of our compensation program and related compliance issues, and all risks associated with process of developing our people and succession planning.
Nominating and Corporate Governance Committee
All risks within the scope of the Company’s governance programs and the applicable compliance issues.
In performing its oversight responsibilities, the Board relies, in part, upon the results and information gained through the Company’s Enterprise Risk Management Program, and considers the program for amendment, as appropriate. The program is robust and designed to ensure appropriate risk monitoring of and controls over risks associated with our business. Risks evaluated through the program include, but are not limited to, strategy, acquisitions integration, legal, compliance, human resources, mergers & acquisitions, IT & cyber security, operations, and finance risks.
The Board receives regular reports from management regarding the status of its risk management programs, and provides input and direction designed to keep the risk management programs effective against dynamic and ever-evolving risks applicable generally to commercial enterprises and specifically to our Company.
The Board and management have developed a culture of risk awareness and risk management that includes annual Company-wide ethics training.Through this constant process, the Company gains input from a great number of its employees as it evaluates the risks and updates its management plan accordingly.
Diversity Policy
In Fiscal Year 2017, our Board formalized a diversity policy that it has followed in recent Board candidate searches. Under the Board’s diversity policy, the initial list of candidates to be considered must include qualified candidates with diversity of race, ethnicity, and gender.
Succession Planning
Our Board is actively engaged and involved in talent management. Our succession plan and talent management programs are reviewed semi-annually with the Compensation and Development Committee, and then reviewed and considered by the full Board. These discussions include anon-going evaluation of our talent and leadership bench and the succession plan that envisions those individuals’ advancement to key positions in our Company.
In addition, high-potential employees are regularly evaluated and engaged in comprehensive training, both on the job and in the classroom. During our Fiscal Year 2016, we instituted a program of executive studies through the University of Notre Dame in which high-potential employees andtop-level management participate in a series of comprehensive programs designed to provide further education relevant to their job functions.
Mandatory Resignation Policy
In Fiscal Year 2017, our Board implemented a mandatoryage-based resignation policy, requiring each Director who is 72 years of age or older to submit his or her resignation for consideration by the Board at our October Board meeting for action at our Annual Meeting.
| NOTICE OF | ||
We encourage Shareholder communication with the Company. Any communications from interested parties directed toward our Board or independent Directors specifically may be sent to Jan Suwinski, our Lead Independent Director, who forwards to each of the other Board members or independent Directors, as appropriate, any such communications that, in the opinion of Mr. Suwinski, deal with the functions of our Board or the Committees thereof or that he otherwise determines require their attention. Mr. Suwinski’s address for this purpose is c/o Thor Industries, Inc., Attention: Corporate Secretary, 601 East Beardsley Avenue, Elkhart, IN 46514.
Code Of Ethics
We have adopted a written code of ethics, the “Thor Industries, Inc. Business Ethics Policy”, which is applicable to all of our Directors, Officers, and employees, including our principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or Controller, and other Executive Officers identified in this Proxy Statement who perform similar functions (collectively, the “Selected Officers”). Our code of ethics is posted on our website found atwww.thorindustries.com and is available in print to any Shareholder who requests it. Each year members of the management teams at each of our subsidiaries as well as our NEOs engage in training on our Business Ethics Policy. We intend to disclose any changes in, or waivers from, our code of ethics applicable to any Selected Officer on our website or by filing a Form8-K with the SEC.
Our Governance Practices
Thor is committed to governance principles that are designed to be in the best interest of our Shareholders. Our Board evaluates each governance principle as it uniquely applies to Thor. In some instances, this leads our Board to adopt and/or maintain policies that it deems in the best interest of Thor that may not be fully consistent with the views held by others. These decisions and determinations are not made lightly; instead, great consideration is given to the adoption of
principles best suited to Thor’s long-term success. Controlling governance principles include:
THOR INDUSTRIES, INC. Director Compensation There were no changes to our Director compensation in Fiscal Year 2019. Each of ournon-employee Directors receives an annual cash retainer of $170,000, payable quarterly, plus expenses. During Fiscal Year 2019, our Lead Director, the Chair of our Audit Committee and the Chair of our Compensation and Development Committee each received an additional annual cash retainer of $20,000, payable quarterly and the Chair of our Nominating and Corporate Governance Committee received an additional annual retainer of $10,000, also payable quarterly. Coincident with Mr. Graves’ election asnon-executive chairman of the Board, as of August 1, 2019, Jan Suwinski stepped down as Independent Lead Director of the Company and the Board eliminated that position. The following table summarizes the compensation paid to ournon-employee Directors in Fiscal Year 2019:
(1) Fees consist of an annual cash retainer for Board and Committee service and an additional annual cash retainer paid to the Lead Director and the Committee Chairs. (2) Stock Awards consist of a restricted stock unit award of 1,263 units each on October 11, 2018, under our 2016 Plan, which award vests on the anniversary date of the date of grant. (3) Ms. Huntington joined the Board in October 2018. NOTICE OF | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Our Board of Directors: Corporate Governance
DIRECTOR COMPENSATION
There were no changes to our Director compensation in Fiscal Year 2017. Each of ournon-employee Directors receives an annual cash retainer of $170,000, payable quarterly, plus expenses. Our Lead Director and the Chair of our Audit Committee each receive an additional annual cash retainer of $20,000, payable quarterly. The Chair of our Compensation and Development Committee receives an additional annual cash retainer of $20,000 and the Chair of our Nominating and Corporate Governance Committee receives an additional annual retainer of $10,000, all of which is payable quarterly. The following table summarizes the compensation paid to ournon-employee Directors in Fiscal Year 2017:
NAME
|
FEES EARNED IN CASH ($)1
| OPTION AWARDS ($)
| STOCK AWARDS ($)2
| TOTAL
| ||||||
Andrew Graves
|
$170,000
|
–
|
$84,690
|
$254,690
| ||||||
Wilson Jones
|
$170,000
|
–
|
$84,690
|
$254,690
| ||||||
J. Allen Kosowsky
|
$180,000
|
–
|
$84,690
|
$264,690
| ||||||
Alan Siegel
|
$170,000
|
–
|
$84,690
|
$254,690
| ||||||
Jan H. Suwinski
|
$210,000
|
–
|
$84,690
|
$294,690
| ||||||
James L. Ziemer
|
$190,000
|
–
|
$84,690
|
$274,690
|
(1) Fees consist of an annual cash retainer for Board and Committee service and an additional annual cash retainer paid to the Lead Director and the Committee Chairs.
(2) Stock Awards consist of a restricted stock unit award of 1,000 units each on October 10, 2016, under our 2016 Plan, which award vests on the anniversary date of the date of grant.
 |
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Colleen Zuhl SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER Age 53 |
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Ms. Zuhl, a Certified Public Accountant, joined our Company in June of 2011 and currently servingserves as Senior Vice President and Chief Financial Officer. Prior to accepting her role as Vice President and Chief Financial Officer in October of 2013, Ms. Zuhl served the Company as Vice President and Controller from February of 2013 to October of 2013, Interim Chief Financial Officer from October of 2012 to February of 2013, and Director of Finance from June of 2011 to October of 2012. Prior to joining our Company, Ms. Zuhl served as Chief Financial Officer of All American Group, Inc. (formerly known as Coachmen Industries, Inc.), then a recreational vehicle and manufactured housing company listed on the NYSE, from August of 2006 to June of 2011.
 |
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Todd Woelfer SENIOR VICE PRESIDENT, GENERAL COUNSEL, AND CORPORATE SECRETARY Age 52 |
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Mr. Woelfer joined our Company in August of 2012, servingand currently serves as Senior Vice President, General Counsel, and Corporate Secretary. Prior to joining our Company, Mr. Woelfer served as managing partner of May Oberfell Lorber where his practice focused on advising corporate clients. From May of 2007 through May of 2010, Mr. Woelfer served as General Counsel to All American Group, Inc. (formerly known as Coachmen Industries, Inc.), then a recreational vehicle and manufactured housing company listed on the NYSE.
 |
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Kenneth D. Julian SENIOR VICE PRESIDENT OF ADMINISTRATION AND HUMAN RESOURCES Age 52 |
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Mr. Julian has been with our Company since March of 2004, and currently servingserves as Senior Vice President of Administration and Human Resources. Mr. Julian served as Vice President, Human Resources from July of 2009 until August of 2014. Mr. Julian previously served as Vice President of Administration of Keystone RV from March of 2004 to June of 2009. Prior to joining our Company, Mr. Julian served as the Director of Operations and Human Resources, as well as Corporate Secretary, for Ascot Enterprises, Inc. from February of 1989 to March of 2004
THOR INDUSTRIES, INC.
| FISCAL YEAR 2019 | FISCAL YEAR 2018 | |||
Audit Fees | $4,040,320 | $1,780,290 | ||
Audit-Related Fees | — | — | ||
Subtotal | $4,040,320 | $1,780,290 | ||
Tax Fees | $322,500 | $421,439 | ||
All Other Fees | — | — | ||
Total Fees | $4,362,820 (1) | $2,201,729 | ||
(1) The increase in Deloitte fees in Fiscal Year 2019 is mainly due to incremental global audit procedures associated with the EHG acquisition and EHG legal entities, including local statutory audits.
| FISCAL YEAR 2017 | FISCAL YEAR 2016 | |||||||||
Audit Fees | $ 1,812,108 | $ 1,654,500 | ||||||||
Audit-Related Fees | – | $ 385,573 | ||||||||
Subtotal | $ 1,812,108 | $ 2,040,073 | ||||||||
Tax Fees | $ 378,300 | $ 392,675 | ||||||||
All Other Fees | – | – | ||||||||
Total Fees | $ 2,190,408 | $ 2,432,748 | ||||||||
| NOTICE OF | ||
Audit Fees
Represents fees for professional services provided for the audit of our annual financial statements, the audit of our internal control over financial reporting, the review of our quarterly financial statements, and audit services provided in connection with other statutory or regulatory filings.
Audit-Related Fees
Represents fees for assurance and related services which are reasonably related to the audit of our financial statements. For Fiscal Year 2016, the “Audit-Related Fees” category primarily related to the Jayco acquisition.
Tax Fees
Represents fees for professional services related to taxes, including the preparation of domestic and international returns, tax examinations assistance, and tax planning.
All Other Fees
Represents fees for products and services provided to us not otherwise included in the categories above.
Our Audit Committee has considered whether performance of services other than audit services is compatible with maintaining the independence of Deloitte.
Our Audit Committee has adopted a formal policy concerning the approval of audit andnon-audit services to be provided by the independent registered public accounting firm to us. The policy requires that all services Deloitte, our independent registered public accounting firm, may provide to us, including audit services and permitted audit-related andnon-audit services, bepre-approved by our Audit Committee. Our Audit Committeepre-approved all audit andnon-audit services provided by Deloitte during Fiscal Year 2017.
AUDIT FEES Represents fees for professional services provided for the audit of our annual financial statements, the audit of our internal control over financial reporting, the review of our quarterly financial statements, and audit services provided in connection with other statutory or regulatory filings. AUDIT-RELATED FEES Represents fees for assurance and related services which are reasonably related to the audit of our financial statements. TAX FEES Represents fees for professional services related to taxes, including the preparation of domestic and international returns, tax examinations assistance, and tax planning. ALL OTHER FEES Represents fees for products and services provided to us not otherwise included in the categories above. Our Audit Committee has considered whether performance of services other than audit services is compatible with maintaining the independence of Deloitte. Our Audit Committee has adopted a formal policy concerning the approval of audit and non-audit services to be provided by the independent registered public accounting firm to us. The policy requires that all services Deloitte, our independent registered public accounting firm, may provide to us, including audit services and permitted audit-related andnon-audit services, bepre-approved by our Audit Committee. Our Audit Committeepre-approved all audit andnon-audit services provided by Deloitte during Fiscal Year 2019.
THOR INDUSTRIES, INC. The Audit Committee serves as the representative of the Company’s Board of Directors Management of the In carrying out its duties, the Audit Committee has reviewed and discussed the Company’s audited consolidated financial statements for the Fiscal Year ended July 31, 2019 with the Company’s management and Deloitte. The Audit Committee has also discussed with Deloitte the matters required to be discussed by the applicable requirements of the PCAOB and Commission. In addition, the Audit Committee has received the disclosures from Deloitte required by the applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence and has discussed with Deloitte its independence from the Company. Based on the foregoing reports and discussions and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the Charter of the Audit Committee, the Audit Committee recommended to the Board of Directors, and the Board of Directors has approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form10-K for the Fiscal Year ended July 31, 2019. |
The Board of Directors has affirmatively determined that each of the members of the Audit Committee is “independent” as defined under the rules of the NYSE.
The Audit Committee
James L. Ziemer, Chair
Amelia A. Huntington
Christopher Klein
J. Allen Kosowsky
Jan H. Suwinski
The foregoing report of our Audit Committee shall not be deemed to be incorporated by reference in any previous or future documents filed by our Company with the SEC under the Securities Act or the Exchange Act, except to the extent that we incorporate the report by reference in any such document.
| NOTICE OF | ||
REPORT OF THE AUDIT COMMITTEE
The Audit Committee serves as the representative of the Company’s Board of Directors for general oversight of the Company’s financial accounting and reporting, systems of internal control and audit process, monitoring compliance with laws, regulations, and standards of business conduct. The Audit Committee operates under a written charter, a copy of which is available on our Company’s website atwww.thorindustries.com and is available in print to any Shareholder who requests it.
Management of the Company has the primary responsibility for the financial reporting process, including the system of internal control. In Fiscal Year 2017, the Company’s internal audit department performed extensive diligence and intensive review of the Company’s internal control processes. Deloitte & Touche LLP, an independent registered public accounting firm acting as the Company’s independent auditor, is responsible for performing an independent audit of the Company’s consolidated financial statements and an assessment of the Company’s internal control over financial reporting in accordance with the standards of the United States Public Company Accounting Oversight Board (“PCAOB”) and issuing reports thereon.
In carrying out its duties, the Audit Committee has reviewed and discussed the Company’s audited consolidated financial statements for the Fiscal Year ended July 31, 2017 with the Company’s management and Deloitte. The Audit Committee has also discussed with Deloitte the matters required to be discussed by Auditing Standard No. 16, “Communications with Audit Committees,” as amended, as adopted by the PCAOB. In addition, the Audit Committee has received the disclosures from Deloitte required by the applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee
concerning independence and has discussed with Deloitte its independence from the Company. Based on the foregoing reports and discussions and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the Charter of the Audit Committee, the Audit Committee recommended to the Board of Directors, and the Board of Directors has approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form10-K for the Fiscal Year ended July 31, 2017.
The Board of Directors has affirmatively determined that each of the members of the Audit Committee is “independent” as defined under the rules of the NYSE.
The Audit Committee
James L. Ziemer, Chair
J. Allen Kosowsky
Jan H. Suwinski
Wilson Jones
The foregoing report of our Audit Committee shall not be deemed to be incorporated by reference in any previous or future documents filed by our Company with the SEC under the Securities Act or the Exchange Act, except to the extent that we incorporate the report by reference in any such document.
Advisory Vote to Approve the Compensation of our
Proposal 3. Advisory Vote To Approve
The Compensation Of Our NEOs
PROPOSAL 3 – ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NEOs
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, provides that the Company’s Shareholders have the opportunity to vote to approve, on anon-binding advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in this Proxy Statement in accordance with the Securities and Exchange Commission’s rules. The Company plans to provide this opportunity on an annual basis, subject to consideration of the results of the advisory vote on the frequency of future advisory votes on Named Executive Officer compensation (as described below). Our compensation program for our Named Executive Officers is designed to: (i) closely align compensation with our profitability and performance and thereby with the objectives of long-term holders of our stock; (ii) link compensation to specific, measurable, and long-term value-creating results; and (iii) enable us to attract and retain key executive talent.
Our Shareholders are asked to approve our compensation program through what is commonly called the “Say on Pay” vote. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Named Executive Officers and the philosophy, policies, and practices described in this Proxy Statement. The Say on Pay vote is advisory, and therefore not binding on the Company, the Compensation and Development Committee or the Board. The Board and the Committee will review the voting results and consider them, along with any specific insight gained from Shareholders of the Company and other information relating to the Shareholder vote on this proposal, when making future decisions regarding executive compensation. Through your vote of approval, we ask that you endorse the following resolution:
RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including disclosures in the Compensation Discussion and Analysis section, the compensation tables, and any related material disclosed in this Proxy Statement, is hereby APPROVED.
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in accordance with the Securities and Exchange Commission’s rules. The Company currently plans to provide this opportunity on an annual basis. Our compensation program for our Named Executive Officers is designed to: (i) closely align compensation with our profitability and performance and thereby with the objectives of long-term holders of our stock; (ii) link compensation to specific, measurable, and long-term value-creating results; and (iii) enable us to attract and retain key executive talent. Our Through your vote of approval, we ask that you endorse the following resolution: RESOLVED, that the compensation |
| Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including disclosures in the Compensation Discussion and Analysis | ||||||
BOARD RECOMMENDATION OUR BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTEFOR THE RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | ||||||||
THOR INDUSTRIES, INC.
Compensation Discussion and Analysis
Named Executive Officers for Fiscal Year 2019
In our Compensation Discussion and Analysis, we describe the compensation plan for our Named Executive Officers for our Fiscal Year 2017.2019 and discuss an important evolution of that Plan as we look ahead. These NEOs include:
• PETER B. ORTHWEIN, our Executive Chairman
• ROBERT W. MARTIN, our President and Chief Executive Officer
• COLLEEN ZUHL, our Senior Vice President and Chief Financial Officer
• TODD WOELFER, our Senior Vice President, General Counsel, and Corporate Secretary
Peter B. Orthwein Executive Chairman Colleen Zuhl Senior Vice President and Chief Financial Officer Ken Julian Senior Vice President of Administration and Human Resources Robert W. Martin President and Chief Executive Officer Todd Woelfer Senior Vice President, General Counsel, and Corporate Secretary In addition to telling you what our compensation plan is, we explain why the Compensation and Development Committee of our Board of Directors believes our plan to be in the best interest of each of you, our Shareholders.• KEN JULIAN, our Senior Vice President of Administration and Human Resources
NOTICE OF 2019 ANNUAL MEETING & PROXY STATEMENT
Executive Summary
Our Business Thor owns operating subsidiaries that, combined, form the largest manufacturer of recreational vehicles in the world. In |
In Fiscal Year Group sets the course for significant future growth in both Europe and North America. Since closing the transaction on February 1, 2019, management has been focused on integration and ensuring realization of great synergies and significant opportunities offered by the deal and upon improving operating margins in our | |||||
Compensation Discussion and Analysis
Key Acquired the Erwin Hymer Group, one of the market leaders in Europe, closing the transaction on February 1, 2019; North American Towables and North American Motorized sales decreased 24.1% and 23.2%, respectively compared to Fiscal Year 2018’s record numbers;
NET SALES (IN BILLIONS) from Continuing Operations THOR INDUSTRIES, INC.
Net income from continuing operations of |
NET INCOME (IN MILLIONS) from Continuing Operations attributable to Thor Industries, Inc. Diluted EPS of $2.47, including the negative impact of $3.93 related to theone-time and recurring EHG acquisition expenses;
|
DILUTED EPS
from Continuing Operations attributable to Thor Industries, Inc.
| NOTICE OF | ||
|
| |||
EXECUTIVE COMPENSATION HIGHLIGHTSExecutive Compensation Highlights
Highlights of our compensation practices for Fiscal Year
No upward adjustment in the base compensation or incentive cash compensation formula for our
Continued input and advice from our compensation consultant;
Continued analysis of, and reliance upon, benchmarking data;
Maintenance of
No discretionary awards paid to our NEOs;
Maintenance of our Stock Ownership and Retention Guidelines;
CEO Compensation (Mr. Martin)
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CEO Compensation
| MR. MARTIN | FY 2017 | METRIC | FY 2016 | METRIC | % CHANGE | |||||||
Base Salary
| $ 750,000 (1)
| $ 750,000
| 0.0%
| |||||||||
| ||||||||||||
Annual Incentive Award
| $ 8,147,650
| 1.75%(2)
| $6,665,681
| 1.75%
| 22.2%
| |||||||
| ||||||||||||
Long Term Incentive
| $ 4,371,035
| 0.50%(3)
| $1,904,480
| 0.50%
| 129.5%
| |||||||
| ||||||||||||
Total Compensation
| $13,268,685
| $9,320,161
| 42.4%
| |||||||||
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| (1) | Mr. Martin’s base salary remained unchanged for Fiscal Year |
(2) | Mr. Martin’s Fiscal Year |
(3) | Mr. Martin’s Fiscal Year THOR INDUSTRIES, INC. Tying Pay to Performance Looking Ahead: The Evolution Of Our Plan Since our inception, we have utilized a pay plan originally established in 1980 by our founders which tied incentive pay directly to financial performance which was measured by net income before tax (“NBT”). Our plan was an annual plan that was exclusively cash- based until 2012 when we introduced our Restricted Stock Unit program. The plan kept tight alignment between pay and Company performance and received favorable recommendations from the leading proxy advisory firms as a consequence of |
In 2019, downward pressure on our stock price caused our stock price to drop to a level that we believe is misaligned with the value of our Company. This created a divergence between pay and shareholder value (measured by our stock price) at the end of our fiscal year that we deemed unacceptable. Also, during the year, we completed the transformational acquisition of EHG. Both management and the Board understood that the combined earnings from North America and Europe could result in excessive pay under the old plan and potentially amplify this variance. These two factors were significant changes from prior
years and were key reasons why we became determined to evolve our plan, to preserve alignment with our shareholders, and to keep compensation comfortably within the range of our peer group benchmarks, while at the same time being mindful of the historical success of our prior plan and the support for that plan evidenced by our say on pay votes.
Our New Plan
Our new plan is comprised of a base salary, our Management Incentive Plan (“MIP”), and a long-term incentive (“LTI”) component that is comprised of equal parts Restricted Stock Units (“RSUs”) and Performance Share Units (“PSUs”). The new plan retains NBT and RSU elements, which we believe have clearly provided a reliable tether between pay and shareholder return through the years. The new plan introduces new concepts, including PSUs and the metrics used to determine the PSUs, Return on Invested Capital (“ROIC”), and Free Cash Flow (“FCF”). The PSUs are measured over a three year period (for Fiscal Year 2020 this measure is over a two year period of the North American Operations and for the Fiscal Years that follow the measure will be three years for the global operations).
Importantly, we leaned heavily on the results of our engagement with both proxy advisory firms and our shareholders in developing the evolution of our plan. For years, we have valued our direct engagement on our compensation plan with both ISS and
Our plan has evolved in a manner consistent with the compensation philosophy that our founders established decades ago of tying management pay to Company performance. As we have consistently reported to you, our industry is defined by its geographic centricity which poses a constant threat to our most valuable asset, our people. The evolution of our plan is designed to be a valuable tool in our effort to attract and retain key talent. Were Thor to lose key managers, it would certainly not be in the best interests of our Shareholders in either the short-term or the long-term. Given the ongoing threat to our talent created by the geographic centricity of our industry, it is essential that our pay plan be simple and transparent. The future success of the Company depends, in many ways, on maintaining simple, transparent compensation practices.
As we think ahead about our compensation plan, we will continue to critically analyze its performance relative to our return to our shareholders. Based on that ongoing assessment, the Committee will annually evaluate whether the program is in need of further evolution.
Our focus on intentionally aligning management’s pay with our shareholders through the years has been recognized with favorable recommendations from the leading proxy advisory firms, including ISS and Glass Lewis. Our shareholders have also been supportive through historical votes and direct feedback. The Committee respectfully requests our Shareholders to support the pay plan including the announced modifications by voting “Yes” on this year’s Say on Pay vote.
SHAREHOLDER UNDERSTANDING AND FEEDBACK IS IMPORTANT TO US
DURING FISCAL YEAR 2014, WE BEGAN TO SOLICIT INPUT AND FEEDBACK ON OUR COMPENSATION PROGRAM FROM OUR SHAREHOLDERS. THE RESPONSE TO DATE HAS BEEN OVERWHELMINGLY SUPPORTIVE OF OUR PROGRAM. WE WILL CONTINUE TO TAKE ADVANTAGE OF OPPORTUNITIES TO DO SO IN THE FUTURE AS SHAREHOLDER UNDERSTANDING AND FEEDBACK IS IMPORTANT TO US. OUR SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY, TODD WOELFER, COORDINATES THESE DISCUSSIONS FOR US. FEEL FREE TO CONTACT TODD IF YOU HAVE QUESTIONS OR WISH TO PROVIDE FEEDBACK ABOUT OUR COMPENSATION PROGRAM. HE CAN BE REACHED AT (574)970-7460 ORINVESTORS@THORINDUSTRIES.COM.
THOR INDUSTRIES, INC.
what were great competitors, proving the crucial importance of a simple, fair compensation plan to sustained success in our industry. History has proven our pay plan’s ability to deliver results to our Shareholders, and the future success of the Company depends, in many ways, on its maintenance.
While our Compensation Committee implemented no change to the structure of our plan in Fiscal Year 2017 except for adjustments to Todd Woelfer’s compensation outlined below, the lack of change should not be misconstrued as a suggestion that either our Compensation and Development Committee or our management team has not engaged in a thorough evaluation of alternative solutions. As it has done in years past, our Compensation and Development Committee, utilizing the resources and guidance of its consultant, engaged in a thorough and critical assessment of our system and various alternative solutions. It was again concluded that, at this time, our compensation program effectively aligns with the interests of our Shareholders.
Our “Say On Pay” vote record establishes that, historically, our Shareholders agree with our philosophy and understand its importance to our future. Last year, 96.9% of Shareholders voted in favor of our NEO compensation plan. Because we always welcome Shareholder input on our compensation program, in Fiscal Year 2014, we established a dedicated Shareholder outreach program. Consistent with our prior “Say On Pay” voting results, we have received overwhelming support from our Shareholders on our unique plan.
In addition to the “pay for performance” principles first adopted by our founders in 1980, our Compensation and Development Committee is guided by the following practices and principles:
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