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
Contents
Additional Compensation Elements
Benefits and Perquisites
We offer no substantial benefits or perquisites to our NEOs that are not available to our broader employee population except: (i) a requested periodic physical exam and ancillary health services to assess the health of our NEOs and certain other key employees; (ii) beginning in Fiscal Year 2025, the Company provides internet and dark web internet monitoring and protection; and (iii) we provide our NEOs with the opportunity to lease and exclusively use one of our Company’s North American recreational vehicles. The recreational vehicle is leased to the NEO at no direct cost to the NEO but the NEO is responsible for certain ancillary costs including fuel, maintenance, and insurance, This program was initiated so our NEOs (and any other executive whose target compensation is at least 40% equity) can: (1) obtain a first-hand understanding of our products and our customers’ RV experience; (2) better relate to and communicate with our customers, dealers, suppliers, and shareholders; and (3) assist in evaluating product design, efficiency, customer service, and maintenance experience. The program does not impose any incremental cost on the Company, but each NEO participating in the program will be treated as receiving taxable compensation representing the value of the benefit. The Company does not provide tax gross-ups for any perquisite so the NEO is responsible for any tax impact associated with each of our perquisite programs.
Retirement Plans
Our Company does not offer retirement plans to our NEOs. Furthermore, consistent with past practice, our NEOs, like all highly compensated employees of the Company, were excluded from eligibility in our Company-sponsored 401(k) plan in Fiscal Year 2025 but may participate in our non-matching Deferred Compensation Program that is available to all full-time employees who are precluded from participating in our 401(k) program by virtue of their income.
Stock Ownership and Retention Guidelines Our Board maintains stock ownership guidelines for our NEOs and our Board. The guidelines require retention of the following levels of Company stock:
| Title | Stock Ownership Level (Stock Holding Value) |
|---|---|
| Chief Executive Officer | 5 times base salary |
| Other NEOs | 3 times base salary |
| Board of Directors | 4 times base annual retainer |
Our NEOs must satisfy the requirement within five (5) years of their first LTI award in their current position. The Board of Directors must satisfy the requirement within five (5) years of the date of their first annual award. Only owned shares are included for purposes of calculating compliance with these guidelines; unvested shares (either time-based or performance based) are not counted. All Board members and NEOs are either in compliance with the guidelines or are expected to come into compliance within the required timeline.
Clawback Policy
Our Board of Directors is required, on a “no fault” basis, to clawback any excess incentive-based compensation (whether equity or cash, including time- and performance-based equity awards) paid to any Executive Officer within a current fiscal year or the three immediately preceding fiscal years of the issuance of any restated financial statement if such restated financial statement impacts the amount of incentive compensation that should have been paid under any incentive-based pay program. Our clawback policy is fully compliant with (and more expansive than) the SEC’s final rule adopted on January 27, 2023.
Anti-Hedging and Pledging Policy
Our Company prohibits our Executive Officers and members of the Board of Directors from engaging in any hedging transactions, transacting short sales, or pledging any Company stock.
Severance Plans and Change in Control Agreements
Our Company has employment agreements with each of our Named Executive Officers. Updated and adopted during Fiscal Year 2023, these contracts contain non-competition and non-solicitation obligations that, prior to 2021, were not part of our NEOs’ employment relationship with the Company and, prior to 2021, were not standard within the RV industry. The purpose of the contracts and non-competition provisions was to secure the exclusive services of our Management Team for the duration of the contracts and for a period of time post-employment. The RV industry is very competitive, and its history is replete with examples of key leaders leaving their company to start competitive businesses. Given Management’s
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longevity and track record of growth with the Company, the contracts remain important to secure and to protect the Company from such risk. As such, an essential element of the employment agreement was that each executive agrees not to compete against the Company during the term of his or her employment and for a period of two (2) years following termination of employment. The agreements also include confidentiality undertakings and agreements not to solicit Company customers or employees. The RV industry has a comparatively low barrier to entry, geographic concentration, and relies upon personal relationships with suppliers and dealers. Thus, the Company obtained a substantial benefit by collecting non-competition agreements from its NEOs in Fiscal Year 2021 and renewing these agreements with updated terms in Fiscal Year 2023.
A cornerstone of the THOR Industries, Inc. 2016 Equity and Incentive Plan (as amended) (our “2016 Plan”) is its double-trigger vesting requirement. Specifically, the 2016 Plan provides for the vesting of shares only upon the occurrence of both a Change in Control (as defined by the 2016 Plan) and either a corresponding change in employment status or the failure of an acquirer to assume the awards.
The aggregate value of change in control and termination benefits for each NEO is summarized under the subheading, “Potential Payments Upon Termination or Change in Control and Agreements with Resigning Officers” on page 52.
Section 409A of the Code
Our compensation plans and programs are designed to comply with Section 409A of the Code, which places strict restrictions on plans that provide for the deferral of compensation.
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