WINNEBAGO INDUSTRIES INC
For the period ended Dec 17, 2024. Filed Nov 5, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 17, 2024 · Filed Nov 5, 2024
Use the contents to explore the available documents and sections.
Contents
Pay Versus Performance Disclosure
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our Company, illustrating pay versus performance (PVP).
| Year · Summary CompensationTable Total for CEO(1) ($) · Compensation Actually Paid to CEO($) · Average Summary Compensation Total for Non-CEO NEOs(1)($) · Average Compensation Actually Paid to Non-CEO NEOs($) · Value of Initial Fixed$100 Investment Based on: · Net Income ($ in millions) · Incentive EPS($)(4) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total Shareholder Return(2) ($) · Russell 3000 Recreational Vehicle and Boats Subsector Index Total Shareholder Return(2)(3) ($) | ||||||||
| 2024 | 7,217,231 | 4,265,209 | 2,846,983 | 2,206,716 | 108.0 | 109.2 | 13.0 | 3.45 |
| 2023 | 6,677,728 | 4,040,446 | 2,946,821 | 2,675,476 | 112.9 | 114.2 | 215.9 | 6.07 |
| 2022 | 6,676,569 | 5,569,618 | 4,824,469 | 4,871,036 | 106.7 | 115.2 | 390.6 | 12.39 |
| 2021 | 6,649,186 | 13,976,443 | 4,539,932 | 6,582,245 | 126.0 | 128.1 | 281.9 | 8.66 |
| (1) | The CEO reflected above is Mr. Happe. The non-CEO named executive officers (NEOs) reflects the following individuals in each year: |
2024: Messrs. Bower, Clark, Hughes and Tubman;
2023: Ms. Bogart and Messrs. Bower, Clark and Hughes;
2022: Ms. Bogart and Messrs. Bower, Clark and Hughes;
2021: Messrs. Bower, Clark, Hazelton and Hughes
| (2) | Company and peer group Total Shareholder Return (TSR) for each year reflects what the cumulative value of a $100 investment would be, including reinvestment of dividends, if such an amount were invested on August 28, 2020. |
| (3) | Peer group TSR is calculated using the Russell 3000 Recreational Vehicles and Boats Subsector Index. |
| (4) | Our company-selected measure, which is the measure we believe represents the most important financial performance metric used to link compensation paid to our NEOs in fiscal 2024 to our performance is Incentive EPS. This is a non-GAAP measure, which is defined above under “Compensation Discussion and Analysis - Fiscal 2024 Equity Awards.” |
Compensation Actually Paid (CAP) illustrated in the table above is calculated by making the following adjustments from the Summary Compensation Table (SCT) totals as follows:
Item and Value Added (Deducted)
| For CEO: | 2024($) |
| - SCT “Stock Awards” column value | 4,717,461 |
| - SCT “Options Awards” column value | 832,492 |
| + fiscal 2024 year-end fair value of awards granted in fiscal 2024 that are outstanding and unvested at the end of fiscal 2024 | 4,637,582 |
| +/- difference between the fair value of awards from the end of fiscal 2023 to the end of fiscal 2024 for awards granted in any fiscal year prior to fiscal 2024 that are outstanding and unvested at the end of fiscal 2024 | (1,513,919) |
| +/- change in fair value from the end of the fiscal 2023 to the vesting date for awards granted in any fiscal year prior to fiscal 2024 which vested during fiscal 2024 | (525,732) |
|---|
| For Other Named Executive Officers (Average) | 2024($) |
| - SCT “Stock Awards” column value | 589,015 |
| - SCT “Options Awards” column value | 103,945 |
| + fiscal 2024 year-end fair value of awards granted in fiscal 2024 that are outstanding and unvested at the end of fiscal 2024 | 146,294 |
| +/- difference between the fair value of awards from the end of fiscal 2023 to the end of fiscal 2024 for awards granted in any fiscal year prior to fiscal 2024 that are outstanding and unvested at the end of fiscal 2024 | (75,537) |
| +/- change in fair value from the end of the fiscal 2023 to the vesting date for awards granted in any fiscal year prior to fiscal 2024 which vested during fiscal 2024 | (18,064) |
None of our named executive officers participate in a pension plan; therefore, no adjustment from the SCT total related to pension value was made.
The charts below describe the relationship between the CEO’s and other named executive officers’ (averaged) CAP to Net Income, Total Shareholder Return of the Company and our peer group, and Incentive EPS.
The following table lists the five financial performance measures that we believe represent the most important financial performance measures we used to link compensation actually paid to our NEOs to our performance.
Most Important Performance Measures
Incentive EPS(1)
Net Revenue
Operating Income
Net Working Capital
Incentive ROIC(1)
| (1) | Denotes non-GAAP financial measure described above under “Compensation Discussion and Analysis – Fiscal 2024 Equity Awards – LTIP/Performance Share Units.” |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.