The tables below contain compensation information for each of our NEOs for fiscal 2024, 2023, and 2022.
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus($) | Stock Awards(1)($) | Option Awards(2)($) | Non-EquityIncentivePlanCompensation(3)($) | Changes inPension Valueand Non-qualifiedDeferredCompensationEarnings($) | All OtherCompensation(4)($) | Total ($) |
|---|
| Michael J. Happe President, CEO | 2024 | 1,121,154 | — | 4,717,461 | 832,492 | 505,500 | — | 40,624 | 7,217,231 |
| 2023 | 1,050,000 | — | 4,249,995 | 749,992 | 550,500 | — | 77,241 | 6,677,728 | |
| 2022 | 1,000,000 | — | 3,569,965 | 629,991 | 1,439,700 | — | 36,913 | 6,676,569 | |
| Bryan L. Hughes CFO; Senior Vice President, Finance, Investor Relations andBusiness Development | 2024 | 611,539 | — | 917,990 | 161,995 | 259,254 | — | 40,624 | 1,991,402 |
| 2023 | 575,000 | — | 855,316 | 150,942 | 243,872 | — | 56,271 | 1,881,401 | |
| 2022 | 550,000 | — | 756,278 | 123,749 | 560,883 | — | 40,609 | 2,031,519 | |
| Donald J. Clark(5) Group President – Towable RV Segment; President Grand Design RV | 2024 | 509,616 | — | — | — | 4,732,606 | — | 14,354 | 5,256,576 |
| 2023 | 400,000 | — | — | — | 6,099,325(6) | — | 21,624 | 6,520,949 | |
| 2022 | 400,000 | — | — | — | 13,057,292(7) | — | 12,200 | 13,469,492 | |
| Casey J. Tubman President, Newmar(8) | 2024 | 545,289 | — | 500,189 | 88,277 | 587,072 | — | 43,070 | 1,763,897 |
| 2023 | 500,000 | — | 424,994 | 75,004 | 380,719 | — | 42,259 | 1,422,976 | |
| 2022 | 38,462 | 400,000 | 799,985 | — | — | — | 1,385 | 1,239,832 | |
| Huw S. Bower Former President, Winnebago Outdoors(9) | 2024 | 652,197 | — | 937,882 | 165,509 | — | — | 620,467 | 2,376,055 |
| 2023 | 592,000 | — | 905,741 | 159,847 | 146,520 | — | 53,973 | 1,858,081 | |
| 2022 | 566,400 | — | 866,639 | 152,918 | 460,016 | — | 39,091 | 2,085,064 | |
| (1) | The table below illustrates the three categories of stock awards as presented above: |
| Name | FiscalYear | Non-Performance-BasedRestricted StockGrant(a)($) | LTIP / PerformanceShares(b)($) | TotalStockAwards($) |
|---|
| Michael J. Happe | 2024 | 1,942,484 | 2,774,977 | 4,717,461 |
| 2023 | 1,750,008 | 2,499,987 | 4,249,995 | |
| 2022 | 1,469,999 | 2,099,966 | 3,569,965 | |
| Bryan L. Hughes | 2024 | 378,017 | 539,973 | 917,990 |
| 2023 | 352,189 | 503,127 | 855,316 | |
| 2022 | 343,783 | 412,495 | 756,278 | |
| Donald J. Clark | 2024 | — | — | — |
| 2023 | — | — | — | |
| 2022 | — | — | — | |
| Casey J. Tubman | 2024 | 205,967 | 294,222 | 500,189 |
| 2023 · 175,001 · 249,993 · 424,994 |
|---|
| 2022 · 799,985 · — · 799,985 |
|---|
| Huw S. Bower | 2024 | 386,173 | 551,709 | 937,882 |
| 2023 | 372,942 | 532,799 | 905,741 | |
| 2022 | 356,860 | 509,779 | 866,639 | |
| (a) | These amounts represent restricted stock units granted each computed in accordance with Accounting Standards Codification (ASC) 718. The grant date fair value of each of the awards was determined at the closing price of the Company’s shares on the NYSE on the grant date without regard to estimated forfeitures related to service-based vesting conditions. |
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| (b) | These amounts represent the grant date fair value computed in accordance with ASC 718 of the LTIP/performance share unit awards. These amounts for the fiscal 2024-2026 LTIP represent the values that are based on achievement of 100% of the target performance. Assuming achievement of the maximum 200% of target performance, the value of the fiscal 2024-2026 LTIP awards would be: $5,549,954 for Mr. Happe; $1,079,946 for Mr. Hughes; $1,103,418 for Mr. Bower; and $588,444 for Mr. Tubman. Assumptions used in the calculation of the amounts reported in this column are included in Note 14, Stock-Based Compensation Plans, of the Notes to the Consolidated Financial Statements included in our 2024 Form 10-K. |
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| (2) | The amounts shown represent the aggregate grant date fair values of the option grants. Assumptions used in the calculation of the amounts reported in this column are included in Note 14, Stock-Based Compensation Plans, of the Notes to the Consolidated Financial Statements included in our 2024 Form 10-K. |
| (3) | These amounts represent actual annual incentive plan award payouts made in cash to NEOs under the fiscal 2022, 2023, and 2024 OICPs. In the case of Mr. Clark, these amounts do not represent award payouts under such OICPs, but instead represent award payouts under the pre-existing Grand Design MIP that he participates in. |
| (4) | Amounts reported in this column for fiscal 2024 include the following: |
| Name | Tax andFinancialPlanning($) | CarAllowance($) | LifeInsurancePremiumsSTD & LTD($) | Other($) | 401(K) Match($) | Severance($) | Total AllOtherCompensation($) |
|---|
| Michael J. Happe | 7,800 | 18,004 | 1,020 | — | 13,800 | — | 40,624 |
| Bryan L. Hughes | 7,800 | 18,004 | 1,020 | — | 13,800 | — | 40,624 |
| Donald J. Clark | — | — | 554 | — | 13,800 | — | 14,354 |
| Casey J. Tubman | 7,800 | 18,000 | 1,020 | — | 13,800 | — | 43,070(a) |
| Huw S. Bower | 7,800 | 18,004 | 1,020 | — | 13,800 | 579,843(b) | 620,467 |
| (a) | The difference in the amount shown here and the sum of the other compensation elements included in this table reflect the amount paid for an executive physical. |
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| (b) | The amount shown here represents the portion of the cash severance paid to Mr. Bower in connection with the involuntary termination of his employment without cause on August 31, 2024 that he was entitled to receive in a lump sum upon signing and not rescinding a release in favor of the Company, which includes an amount equal to his annual target incentive and annual premium cost of COBRA. |
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| (5) | Under the terms of his employment agreement, Mr. Clark’s annual incentive plan payout under the Grand Design MIP paid out 100% in cash for fiscal 2024 and 85% in cash and 15% in restricted stock units for fiscal 2023 and 2022. Both the cash and restricted stock units are reported under the Non-Equity Incentive Plan Compensation column. |
| (6) | The amount shown here includes $914,899 in restricted stock units awarded for fiscal 2023 performance pursuant to the Grand Design MIP. |
| (7) | The amount shown here includes $1,958,594 in restricted stock units awarded for fiscal 2022 performance pursuant to the Grand Design MIP. |
| (8) | Mr. Tubman’s 2022 salary amount represents the salary paid from his date of hire of August 1, 2022 through the end of the 2022 fiscal year; the 2022 bonus amount reflects his new hire sign-on bonus; and the stock award amount represents the grant date value of 13,291 restricted stock units granted on his date of hire. |
| (9) | Mr. Bower’s employment was involuntarily terminated without cause on August 31, 2024. |
