THOR INDUSTRIES INC
For the period ended Dec 17, 2025. Filed Nov 3, 2025.
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Dec 17, 2025 · Filed Nov 3, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No.)
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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THOR Industries, Inc.
(Name of Registrant as Specified In Its Charter)
Not applicable.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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2 | THOR INDUSTRIES, INC.
DEAR FELLOW SHAREHOLDERS OF
THOR INDUSTRIES:
Thank you for your continued support of THOR Industries. On behalf of the Board of Directors, I am pleased to invite you to participate in and attend the 2025 Annual Meeting of Shareholders.
During our Fiscal Year 2025, the recreational vehicle industry continued to find itself in a prolonged downcycle. While the headwinds that characterized the beginning of the downcycle differ somewhat from the headwinds faced in our Fiscal Year 2025, THOR has navigated each challenge by focusing on items and areas that are within our control. With an emphasis on improving our strong relationship with dealers and consumers, we engaged in several restructurings over the course of the year to drive efficiency and product innovation which will continue to drive value to our shareholders for years to come. Despite a challenging retail environment, we have been and remain vigilant in our production planning to avoid excess dealer inventory, positioning us to outperform when a stronger market inevitably returns.
In Fiscal Year 2025, THOR generated net income attributable to THOR of $258.6 million and net cash from operations totaled $577.9 million, representing a year-over-year increase despite a drop in top-line net sales. THOR deployed its cash from operations in accordance with its capital allocation strategy and for the benefit of our shareholders. Specifically:
| • | THOR increased its dividend by 4.2% to $2.00 per share (annually), marking our 15th year of consecutive dividend increases; |
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| • | THOR made payments on total debt of $237.0 million, reducing interest expense on a go-forward basis and providing capital flexibility to take advantage of market opportunities; and |
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| • | THOR continued to strategically repurchase shares and repurchased 586,558 shares of common stock over the course of the fiscal year at a weighted-average price of $89.76 per share. |
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THOR also continued to invest in the future of its business; particularly in the areas of people development and succession planning, product innovation, lower emission vehicles, electric vehicles, connected vehicles, new
product offerings, and automation. We are particularly proud of the progress made in the development and production of the world’s first electric Class A motorhome with a range extender that offers up to 450 miles of range. We are excited to watch our investments drive value especially when a stronger retail market inevitably returns.
As we look ahead to Fiscal Year 2026, and in the face of continued macro-economic uncertainty, we remain as confident as ever in THOR’s ability to perform in any market and its ability to bring long-term value to you, our shareholders.
ANDREW E. GRAVES
Chairman of the Board
4 | THOR INDUSTRIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Important Notice Regarding the Availability of Proxy Materials
for the THOR Industries, Inc. Annual Meeting of Shareholders to be Held on December 17, 2025.
Dear Fellow Shareholders:
This year’s Annual Meeting will be held virtually on December 17, 2025, at 8:00 a.m. EST. Shareholders of record as of the close of business on October 20, 2025 (the “Record Date”) are entitled to vote at the Annual Meeting and any postponement or adjournment thereof.
Shareholders will be able to attend the Annual Meeting, vote, and examine our list of shareholders, by visitingwww.virtualshareholdermeeting.com/THO2025, and will be required to enter the 16-digit control number on your proxy card or voting instruction form.
THOR Industries tremendously values the input of its Shareholders. Your vote is important to us. Please take the time to review our Proxy Statement. We encourage you to vote your shares prior to the Annual Meeting, or, if not possible, to submit your votes electronically during the Annual Meeting.
At the Meeting, our Shareholders will be asked to:
| Proposal 1 | Elect the Directors named in the Proxy Statement; |
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| Proposal 2 | Ratify the appointment of the independent registered public accounting firm; |
| Proposal 3 | Vote, on an advisory basis, to approve the Named Executive Officer compensation; |
| Proposal 4 | Approve the THOR Industries, Inc. Amended and Restated Equity and Incentive Plan ; and |
| Transact such other business as may properly come before the Meeting. |
We appreciate your continued confidence in our Company and look forward to your input.
By Order of the Board of Directors
TREVOR Q. GASPER
Senior Vice President, General Counsel, and Corporate Secretary
Elkhart, Indiana
November 3, 2025
The Proxy Statement and Annual Report on
Form 10-K are available at www.proxyvote.com
NOTICE OF 2025 ANNUAL MEETING AND PROXY STATEMENT | 5
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 20, 2025. At the close of business on that date, 52,838,664 shares of our Common Stock were outstanding and entitled to vote.
Notice to Shareholders:
Our 2025 Proxy Statement and Annual Report on Form 10-K are available free of charge on our website atwww.thorindustries.com
6 | THOR INDUSTRIES, INC.
TABLE OF CONTENTS
| NOTICE OF ANNUAL MEETING OF SHAREHOLDERS | 4 |
|---|---|
| SUMMARY OF PROPOSALS | 8 |
| PROXY STATEMENT | 9 |
| GENERAL INFORMATION ABOUT OUR ANNUAL MEETING AND VOTING INSTRUCTIONS | 9 |
| GENERAL INFORMATION REGARDING THOR INDUSTRIES AND FISCAL YEAR 2025 | 12 |
| Business Performance Highlights | 12 |
| Sustainability Highlights | 14 |
| Corporate Governance Highlights | 15 |
| PROPOSAL 1 | |
| Election of Directors | 16 |
| Qualifications and Process for Nominees | 16 |
| Composition of Board of Directors | 16 |
| Nominees for Board of Directors | 17 |
| Fiscal Year 2025 Board of Directors’ Skills Matrix | 20 |
| BOARD OF DIRECTORS: STRUCTURE AND COMMITTEES AND CORPORATE GOVERNANCE | 21 |
| Corporate Governance | 21 |
| Board Selection Process | 21 |
| Proxy Access | 21 |
| Board Structure and Leadership | 21 |
| Audit Committee | 22 |
| Compensation and Development Committee | 22 |
| Environmental, Social, Governance and Nominating Committee | 22 |
| Director Independence | 24 |
| Independent Director Meetings | 24 |
| Director Attendance | 24 |
| Annual Board and Committee Evaluation | 24 |
| Board Risk Oversight | 24 |
| Diversity Policy | 25 |
| Succession Planning | 25 |
| Mandatory Resignation Policy | 25 |
| Shareholder Communications and Engagement | 25 |
| Ethics | 25 |
| Our Governance Practices | 25 |
| Director Compensation | 27 |
| Executive Officers Who Are Not Directors | 28 |
| PROPOSAL 2 | |
| Ratification of Our Independent Registered Public Accounting Firm | 29 |
| Independent Registered Public Accounting Firm Fees | 29 |
| Report of the Audit Committee | 31 |
NOTICE OF 2025 ANNUAL MEETING AND PROXY STATEMENT | 7
COMPENSATION DISCUSSION AND ANALYSIS
| Executive Summary | 32 |
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| Our Compensation Philosophy | 35 |
| Shareholder Support for our 2024 Advisory Vote on Executive Compensation and Shareholder Outreach Program | 37 |
| Looking Back: Reviewing the Elements of Compensation from Fiscal Year 2025 | 37 |
| Additional Compensation Elements | 40 |
| How We Make Compensation Decisions and Why We Made Them for Fiscal Year 2025 | 41 |
| Our Independent Compensation Consultant | 41 |
| Our Compensation Peer Group | 42 |
| Measuring the Alignment: Evaluating the Relationship Between Our Fiscal Year 2025 Performance and our Compensation | 43 |
| Compensation Committee Interlocks and Insider Participation | 44 |
| Compensation Risk Assessment | 44 |
| Report of the Compensation and Development Committee | 45 |
| EXECUTIVE COMPENSATION | |
| Summary Compensation Table | 46 |
| Grants of Plan-Based Awards | 47 |
| Summary of Equity Compensation Plans | 48 |
| Outstanding Equity Awards at 2025 Fiscal Year-End | 50 |
| Option Exercises and Shares Vested in Fiscal Year 2025 | 51 |
| Non-Qualified Deferred Compensation for Fiscal Year 2025 | 51 |
| Summary of Deferred Compensation Plan | 52 |
| Potential Payments Upon Termination or Change in Control and Agreements with Resigning Officers | 52 |
| Fiscal Year 2025 CEO Pay Ratio | 55 |
| Pay versus Performance | 56 |
| PROPOSAL 3 | |
| Advisory Vote to Approve the Compensation of Our Named Executive Officers | 59 |
| PROPOSAL 4 | |
| Approval of the THOR Industries, Inc. Amended and Restated Equity and Incentive Plan | 60 |
| Ownership of Common Stock | 68 |
| Certain Relationships and Transactions with Management | 69 |
| Delinquent Section 16(a) Reports | 69 |
| Shareholder Proposals | 69 |
| Other Matters | 69 |
| APPENDIX A | 70 |
| APPENDIX B | 71 |
8 | THOR INDUSTRIES, INC.
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