DEF 14A

DEF 14A 1 d228876ddef14a.htm DEF 14A DEF 14A

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

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

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☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		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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LOGO

In last year’s letter to our shareholders, we noted our continued confidence in the strength of our markets and stated our belief that your Company was well-positioned to benefit from anticipated growth in the overall RV market in Fiscal Year 2021, resulting from the entry of new buyers into the market. Fiscal Year 2021 did not disappoint as growth in the RV market exceeded our expectations and THOR performed well in the strong market environment. In Fiscal Year 2021, THOR set top and bottom line records as Management navigated our international operations through the challenges of a robust market in the face of a pandemic. People across North America and throughout Europe gravitated to the RV lifestyle as a desired combination of freedom, travel, and safety. Management aggressively seized the opportunities of the strong market and drove your Company to $12.3 billion in sales and $659.9 million in net income. During the year, THOR remained focused on its Diversity, Equity and Inclusion (“DEI”) and Environmental, Social and Governance (“ESG”) efforts both within THOR’s operations and beyond. In the midst of the strong market, Management identified and delivered upon two accretive transactions: the first in Fiscal Year 2021 when THOR acquired Tiffin Motorhomes, Inc. and certain other associated operating and supply companies (“Tiffin”) and the second in the early part of our Fiscal Year 2022 when THOR acquired supplier AirX Intermediate, Inc. (“Airxcel”).

THOR INDUSTRIES, INC. / 1


Our Fiscal Year 2021 Operating Performance Fiscal Year 2021 started with a strong market as the economies of the world began to open up after being slowed by the pandemic and continued to strengthen throughout the year. Management executed upon its strategic plan and relied upon the Company’s demonstrated ability to remain nimble despite its size as it seized market share in key product segments and expanded margins. Just as it quickly ratcheted back operations when the pandemic negatively impacted our market during Fiscal Year 2020, Management quickly ramped up operations when the market returned, and we operated at virtual full capacity throughout the Fiscal Year. The strong market presented its own set of challenges. Our production capacities were pushed to their limit despite benefiting from a number of strategic operational initiatives that increased the output potential of key facilities and growth in operating footprint. Still, retail demand for our products outpaced our production capacities. Retail demand stressed our supply chain beyond its capacity. As a consequence, our ability to deliver products was limited by the supply chain bottlenecks. The entire industry faced this challenge. Key items throughout the year became scarcely available at different times exposing weaknesses in our supply chain. Management	saw an opportunity to shore up the supply chain for the entire industry by acquiring Airxcel, a well-established supplier of many essential parts to the industry on September 1, 2021. Previously, in December 2020, THOR acquired Tiffin, an industry leader in the luxury Class A motorhome market, making it a great compliment to the product lineup offered by the THOR companies. The Tiffin name is synonymous with quality and customer satisfaction. In less than a year, Management has successfully integrated Tiffin. Already,	several of the clear synergistic values arising from this acquisition have been realized and others are well on the way to being realized as evidenced by Tiffin’s record performance since the acquisition. For our Fiscal Year 2021, THOR’s net income was $659.9 million, an increase of greater than 195% over last year’s net income. During the year, our diluted earnings per share were $11.85, an increase of nearly 195% over last year’s $4.02. Our stock started the fiscal year at $113.99 and ended the year at $118.36.

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As we look ahead to Fiscal Year 2022, barring another forced shutdown or a significant downturn caused by macroeconomic influences, we anticipate a continuation of the strong retail market, as RVing continues to be embraced as a wonderful way to spend time with family and friends and adopted as a safe alternative compared to other means of travel and vacationing. We believe that new buyers will result in a growth of our overall market and that THOR is well-positioned to perform well in that market. Governance Developments In Fiscal Year 2021, we stayed on our intentional journey to continually improve corporate governance. At THOR, our system of governance secures our financial integrity and sustained performance. As we diligently managed our cash flow during the pandemic, one area that remained a focus was our developing ESG program. THOR believes that the value of a company must be measured through many lenses and not solely on its profit. THOR is very focused on its impact on people and the environment. In 2019, we created our ESG Committee with oversight by our Board. The ESG Committee has followed its strong start with a great year of advancement as significant progress has been made on reducing THOR’s carbon footprint. THOR remains focused on our commitment to have net zero GHG emissions by 2050. Last year, we undertook many specific projects, including	a partnership with the National Forest Foundation to plant 500,000 trees over the next five (5) years. We are committed to these reforestation efforts to ensure that our national forests can be enjoyed for generations to come, even as the trees we plant help capture greenhouse gases and provide essential oxygen. Each of these actions shows our firm commitment to protecting the environment and ensuring we have beautiful outdoor spaces for people to enjoy in the generations to come. Recently, THOR released its third annual ESG Report which provides details of our progress along our ESG journey. It can be found on our website at www.thorindustries.com. THOR also continued making progress on its goal of establishing a more inclusive and diverse workforce. Under the leadership of Chandria Harris, a nationally recognized leader in inclusion training and leadership, THOR has experienced significant improvements in its own diversity. In Fiscal Year 2021, THOR continued to extend its diversity and inclusion initiatives beyond its walls as it entered into a partnership with the Outdoor Recreation Roundtable to form The Together Outdoors coalition to support and equip the recreation economy in raising awareness of equity and inclusion issues in outdoor experiences and provide education and awareness to help eliminate existing barriers. Additionally, during Fiscal Year 2021, our Board continued to execute upon its Board refreshment strategy that is focused on top quality candidates that bring diversity to our	boardroom. In October of 2020, William J. Kelley, Jr. joined our Board, and on September 1, 2021, Christina Hennington and Laurel Hurd joined our Board. As part of our Board refreshment strategy, long term Board member Allen Kosowsky retired at our meeting in October of 2021. Allen brought great financial acumen and experience to our boardroom and was a catalyst for many important advancements in the governance of your Company. Under his leadership as chair of our Nominating and Corporate Governance Committee, we shifted to an independent Chairman, added a diversity policy, and a mandatory retirement age among many other key initiatives. While we added strong members at the time of his retirement, Allen was an important voice in our boardroom and will be missed by the Board and Management alike. Looking Ahead The retail market remains robust. Our dealers’ inventory levels are unusually low. Fiscal Year 2022 has started as strong as Fiscal Year 2021 ended, and our expectation is that Management’s continued focus on its strategic plan in favorable market conditions will drive another successful year for your Company. As we look ahead, we remain confident in the future of THOR Industries and thank you– our Shareholders–for the trust and confidence that each of you place in THOR. *The Board of Directors of THOR Industries, Inc.*

THOR INDUSTRIES, INC. / 3

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, 2021

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 virtually on December 17, 2021, at 9:00 a.m. EST. At the meeting, our Shareholders will be asked to:


		BOARD RECOMMENDATIONS


• Elect the Directors named in the Proxy Statement;		FOR

• Ratify the appointment of the independent registered public accounting firm;		FOR

• Vote, on an advisory basis, to approve the Named Executive Officer compensation;		FOR

• Approve the Amendment to THOR Industries, Inc. 2016 Equity and Incentive Plan; and		FOR

• Transact such other business as may properly come before the Meeting.

Shareholders of record as of the close of business on October 18, 2021 (the “Record Date”) are entitled to vote at the Annual Meeting and any postponement or adjournment thereof. Given public health concerns related to the on-going coronavirus pandemic (COVID-19), we are holding our Meeting virtually again this year. You or your proxyholder will be able to attend the 2021 Annual Meeting online, vote and submit questions by visiting www.virtualshareholdermeeting.com/THO2021 and using the 16-digit control number included on your notice card, on your proxy card or in the voting instructions that accompanied your proxy materials. You will be able to vote your shares electronically during the Annual Meeting by following the instructions available on the meeting website. We encourage you to vote your shares prior to the Annual Meeting.

THOR Industries tremendously values the input of its Shareholders. Your vote, every vote, is important 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 your input.



Andrew E. Graves		Todd Woelfer
Chairman of the Board		Senior Vice President, General Counsel, and Corporate Secretary

The Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.

4 / NOTICE OF 2021 ANNUAL MEETING & PROXY STATEMENT

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, 2021. At the close of business on that date, 55,530,915 shares of our Common Stock were outstanding and entitled to vote.

Review the Proxy Statement

and Vote in One of Four Ways


		INTERNET You may vote by internet 24 hours a day through 11:59 p.m., Eastern Standard Time, on December 16, 2021, by following the instructions listed on the Notice Card.

		TELEPHONE You may vote by telephone 24 hours a day through 11:59 p.m., Eastern Standard Time, on December 16, 2021, by following the instructions listed on the Notice Card.

		MAIL You can only vote by mail if you request and receive a paper copy of the proxy materials and proxy card. You may request proxy materials by following the instructions listed on the Notice Card. You may then vote by completing, signing, dating, and returning a proxy card.

		VIRTUALLY To participate in the Annual Meeting online, visit www.virtualshareholdermeeting.com/THO2021 and enter the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. You will be able to vote your shares electronically during the Annual Meeting by following the instructions available on the meeting website.

Notice to Shareholders: Our 2021 Proxy Statement and Annual Report on Form 10-K are available free of charge on our website at www.thorindustries.com.

THOR INDUSTRIES, INC. / 5

LOGO

business

performance

highlights



NET INCOME				NET SALES

Our net income grew in Fiscal Year 2021 to $660 million.				We established a new record with annual net sales of $12.32 billion.



NET INCOME (IN MILLIONS)				NET SALES (IN BILLIONS)
from Continuing Operations attributable to THOR Industries, Inc.				from Continuing Operations

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		DILUTED EPS		CASH GENERATION

		Our diluted EPS grew to $11.85.		In Fiscal Year 2021, we continued to demonstrate our ability to generate cash as we generated cash from operations of $526 million.



		DILUTED EPS		CASH GENERATION (IN MILLIONS)
		from Continuing Operations		from Operating Activities

		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 eleven (11) years and recently announced an increase in the dividend awarded in the first quarter of Fiscal Year 2022. Over the last five (5) years, THOR’s dividend has grown at a compounded annual growth rate of approximately 6.5%.		DIVIDENDS

				THOR INDUSTRIES, INC. / 9

LOGO

10 / NOTICE OF 2021 ANNUAL MEETING & PROXY STATEMENT

LOGO

ESG

report

In Fiscal Year 2021, THOR made significant advancements on its ESG strategy. During Fiscal Year 2021, THOR:

•

Completed its first carbon questionnaire submission to the Climate Disclosure Project wherein it baselined its 2019 greenhouse gas emissions, marking a significant step forward in our commitment to be net neutral for GHG CO2e emissions.

•

Increased our solar energy self-generation to 6.38 MWH.

•

Released year-over-year greenhouse gas CO2e data comparing Fiscal Years 2020 and 2021 to the 2019 baseline.

•

Expanded our disclosures of Labor, Health and Safety performance.

•

Undertook a number of specific initiatives, including an alignment with the National Forest Foundation dedicated to planting 500,000 trees.

•

Changed the name of our Nominating and Corporate Governance Committee to the Environmental, Social, Governance and Nomination Committee.

We released our third annual ESG Report after the conclusion of our fiscal year. The report may be found at www.thorindustries.com.

THOR INDUSTRIES, INC. / 11

compensation

highlights

Alignment of Pay and Performance

Fiscal Year 2021 marked our second year under our revised compensation plan wherein we rely heavily upon incentive compensation measured by our net before tax profit (our “NBT”), return on invested capital (“ROIC”), and free cash flow (“FCF”). The new pay plan aligned very well with our performance.

The foundation of our plan rests upon an annual benchmarking process that ensures that our management’s pay aligns well with our compensation peers and the market more broadly. Under the plan, compensation is heavily weighted toward incentive compensation determined by the relative realization of performance metrics that are established annually by the Board as it approves the Company’s operating and compensation plans. For our benchmarking in Fiscal Year 2021, our CEO’s targeted pay was at 65% of our peer group, a level which the Board found to be merited based upon his and management’s performance. We believe our new compensation plan reinforces the long-term incentive elements of our program, utilizing multiple metrics that align well with shareholder return.

As in years past, in Fiscal Year 2021, a predominant percentage of our CEO and other Named Executive Officer (“NEO”) compensation was variable incentive pay as demonstrated by the accompanying charts:

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FY2021 CEO COMPENSATION BREAKDOWN

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FY2021 NEO COMPENSATION BREAKDOWN

Includes all NEOs

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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 2021:


DIRECTOR INDEPENDENCE		• 8 of our 10 Directors are independent • Independent Chairman • Board committees comprised entirely of independent members of the Board • Independent Directors meet without management present

BOARD REFRESHMENT		• Balance of new and experienced Directors with an intentional board refreshment program • Follow 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 • Guided by a diversity policy • Implemented a contemplated timeline for refreshment of long-standing board members that has resulted in the introduction of four (4) new board members as of the date of this Proxy.

BOARD ACCOUNTABILITY		• Declassified Board of Directors • Apply a majority voting standard for Directors requiring Directors in uncontested elections to be elected by a majority of the votes cast and requiring submission of resignation in the event that the required majority vote is not received

BOARD EVALUATION & EFFECTIVENESS		• Annual Board Self-Assessment • Bifurcated Chairman and CEO roles

DIRECTOR ENGAGEMENT		• All Directors attended 97% of Board and Committee meetings in Fiscal Year 2021 • No Directors serve on an excessive number of outside boards • Board committees possess the right to hire advisors • Executives do not sit on outside for-profit boards

CLAWBACK ANTI-HEDGING POLICIES		• Long standing “No Fault” Clawback Policy: Return of incentive compensation when financial statement restatement is required • Anti-hedging, short sale, and pledging policies • Double trigger change in control provisions in our 2010 Equity Plan and our 2016 Equity Plan requiring either a corresponding change in employment status or the failure of an acquirer to assume the award before any change in control would result in the accelerated vesting of such award

SHARE OWNERSHIP		• Share ownership and retention guidelines for Directors and Officers

PROXY ACCESS		• Allow for Proxy Access for up to twenty (20) Shareholders who, in the aggregate, hold at least 3% of THOR’s outstanding stock for a period of at least three (3) years

BOARD ENGAGEMENT		• Continued Shareholder and advisory firm engagement • Disclosure of Company Governance Guidelines

ESG		• Empower an ESG Committee, reporting directly to our Environmental, Social, Governance and Nominating Committee of the Board of Directors, that is responsible for ESG performance and reporting

THOR INDUSTRIES, INC. / 13

LOGO

14 / NOTICE OF 2021 ANNUAL MEETING & PROXY STATEMENT

table of

contents


4		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

4		BOARD RECOMMENDATIONS

6		PROXY SUMMARY

15		PROXY STATEMENT

16		GENERAL INFORMATION AND VOTING INSTRUCTIONS

20		PROPOSAL 1: Election of Directors

20		Qualifications and Process for Nominees

22		Our Board of Directors: Director Nominees

30		BOARD OF DIRECTORS: Structure and Committees and Corporate Governance

30		Corporate Governance

30		Board Selection Process

30		Proxy Access

30		Board Structure and Leadership

32		Director Independence

32		Board of Directors and Committees of the Board

33		Board Risk Oversight

34		Shareholder Communications

34		Our Governance Practices

37		Director Compensation

38		Executive Officers who are not Directors

39		PROPOSAL 2: Ratification of Independent Registered Public Accounting Firm

39		Independent Registered Public Accounting Firm Fees

41		Report of Audit Committee

PROXY STATEMENT

This Proxy Statement is provided in connection with the solicitation of proxies, by order of the Board of Directors (the “Board” or “Board of Directors”) of THOR Industries, Inc. (the “Company”, “THOR”, “we”, or “us”), to be used at the 2021 Annual Meeting of the Shareholders of the Company. The proxy card or voting instruction form sets forth your holdings of Common Stock of the Company. We expect that, on or after November 3, 2021, this Proxy Statement will be available through the Internet.


42		PROPOSAL 3: Advisory Vote to Approve the Compensation of our Named Executive Officers

44		COMPENSATION DISCUSSION AND ANALYSIS

44		Executive Summary

47		Our Compensation Philosophy

50		Reviewing the Elements of Compensation from Fiscal Year 2021

52		Additional Compensation Elements

53		Severance Plans and Change in Control Agreements

54		How we Make Compensation Decisions

55		Our Peer Group

56		Measuring the Alignment

57		Report of the Compensation and Development Committee

58		2021 CEO Pay Ratio

59		Compensation Committee Interlocks and Insider Participants

60		EXECUTIVE COMPENSATION

60		Summary Compensation Table

63		Grants of Plan-Based Awards

65		Summary of Equity Compensation Plans

68		Outstanding Equity Awards at 2021 Fiscal Year-End

69		Option Exercises and Shares Vested in Fiscal Year 2021

69		Non-Qualified Deferred Compensation for Fiscal Year 2021

70		Summary of Deferred Compensation Plan

71		Potential Payments Upon Termination or Change in Control and Agreements with Resigning Officers

74		PROPOSAL 4: Approval of an Amendment to the THOR Industries, Inc. 2016 Equity and Incentive Plan

82		Ownership of Common Stock

83		Certain Relationships and Transactions with Management

84		Shareholder Proposals

86		APPENDIX A: THOR Industries, Inc. 2016 Equity and Incentive Plan (As proposed to be Amended)

THOR INDUSTRIES, INC. / 15

general

information

about our

annual meeting

A copy of this Proxy Statement and our Annual Report for the fiscal year ended July 31, 2021 (“Fiscal Year 2021”), will be sent to any Shareholder who requests a copy through any of the following methods:

•

By internet: www.proxyvote.com

•

By telephone: 1-800-579-1639

•

By e-mail: sendmaterial@proxyvote.com

The Annual Report is not to be considered a part of this proxy soliciting material.

Voting Instructions and Information

Who Can Vote

You are entitled to vote if our records show that you held shares in our Company as of the Record Date, October 18, 2021. At the close of business on that date, 55,530,915 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 Vote

Given public health concerns related to the ongoing coronavirus pandemic (COVID-19), we are holding our Meeting virtually again this year. You or your proxyholder will be able to attend the 2021 Annual Meeting online, vote and submit questions by visiting www.virtualshareholdermeeting.com/THO2021 and using the 16-digit control number included on your notice card, on your proxy card or in the voting instructions that accompanied

your proxy materials. You will be able to vote your shares electronically during the Annual Meeting by following the instructions available on the meeting website. We encourage you to vote your shares prior to the Annual Meeting

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 your shares at the Meeting, you must obtain a legal proxy from the entity holding your shares and submit a ballot virtually at 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).

Shareholders may vote their shares 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 16, 2021, by following the instructions listed on the Notice Card.

2.	By Telephone: You may vote by telephone 24 hours a day through 11:59 p.m., Eastern Standard Time, December 16, 2021, by following the instructions listed on the Notice Card.

3. By Mail: You may vote by mail only if you request and receive a paper copy of the proxy materials

16 / NOTICE OF 2021 ANNUAL MEETING & PROXY STATEMENT

and proxy card. You may request proxy materials by following the instructions listed on the Notice Card. You may then vote by completing, signing, dating, and returning a proxy card.

Virtually: You may attend the Meeting virtually at www.virtualshareholdermeeting.com/THO2021 and enter the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. You will be able to vote your shares electronically during the Annual Meeting by following the instructions available on the meeting website.

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. You may revoke your proxy at any time until exercised by giving written notice to the Secretary of our Company, by submitting a ballot virtually 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.

LOGO

How 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 virtually, 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 broker non-votes will be treated as present for purposes of determining whether a quorum is present.

Voting

Your vote may be (i) “for” or “withhold” on the proposal relating to the election of Directors, and (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 Restated By-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 Environmental, Social, Governance and Nominating Committee of the Board. Broker non-votes and abstentions will not impact the outcome of the vote on the proposals, 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.

THOR INDUSTRIES, INC. / 17

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18 / NOTICE OF 2021 ANNUAL MEETING & PROXY STATEMENT

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THOR INDUSTRIES, INC. / 19

proposal 1

election of directors

Each of our currently serving directors has been nominated for re-election to serve a single-year term. Each of these individuals has agreed to be named in our Proxy Statement as a nominee and to serve as a 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 are individuals who bring crucial 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.

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 Environmental, Social, Governance and Nominating Committee.

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 Environmental, Social, Governance and Nominating Committee follows our Diversity Policy as we seek to expand our Board diversity.

The Board search also 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 in experience or expertise. Our Board also believes that all Directors must possess a considerable amount of business management experience. Our Environmental, Social, Governance and Nominating Committee evaluates candidates on, as applicable, the satisfaction of any independence requirements imposed by law, regulation, the New York Stock

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20 / NOTICE OF 2021 ANNUAL MEETING & PROXY STATEMENT

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Exchange (the “NYSE”), and/or our Corporate Governance Guidelines. When evaluating Director candidates, our Environmental, Social, Governance and Nominating 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 Environmental, Social, Governance and Nominating Committee believe that it is essential that our Board members represent diverse viewpoints. In

our more recent candidate searches, our Board has followed a diversity practice which it formally established as policy at its October 2017 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 Environmental, Social, Governance and Nominating 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 for re-election, the individual’s contributions to our Board are also considered.

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THOR INDUSTRIES, INC. / 21

our board of directors

nominees for board of directors


		ANDREW GRAVES		OUTSIDE DIRECTORSHIPS
		Chairman of the Board		• Tiara Yachts
				• American Chemet Corporation
		Age: 62
		Director Since: 2010

Mr. Graves, who became a Director in December of 2010, was named as our Chairman of the Board in August 2019. He was CEO for Motorsport Aftermarket Group, a leading manufacturer, distributor, and on-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 Environmental, Social, Governance and Nominating Committee and Board believe that his extensive management experience in related consumer durable businesses whose products are distributed through a dealer network make him an asset to our Board.



SKILLS AND QUALIFICATIONS
• Business Ethics	• Financial Expertise/Literacy	• Marketing/Sales
• Business Operations	• Financial Services Industry	• Mergers & Acquisitions
• Corporate Governance	• International	• Strategy
• Finance/Capital Allocation	• Management	• Talent Management


		CHRISTINA HENNINGTON		THOR COMMITTEES • Compensation and Development • Environmental, Social, Governance and Nominating OUTSIDE DIRECTORSHIPS • Second Harvest Heartland

		Age: 46
		Director Since: 2021

Ms. Hennington joined our Board in September, 2021. Ms. Hennington is the Executive Vice President and Chief Growth Officer of Target Corp. since June of 2003 and is a member of Target’s leadership team. She oversees all merchandising including product design and sourcing operations, as well as insights, strategy and innovation. As Chief Growth Officer, she works across the organization to identify and pursue revenue-generating strategies. Prior to her current role, Ms. Hennington held a number of leadership positions at Target, including managing merchandising and elements of the supply chain. Before joining Target, Christina spent several years as a consultant with PricewaterhouseCoopers in Boston, and served as a product manager for two Boston-based technology start-up businesses. She currently serves as the Chair of the Board of Second Harvest Heartland, one of the nation’s largest hunger relief organizations, is part of the University of Minnesota Athletics Advisory Group and is a Henry Crown Fellow of the Aspen Institute. She previously served on the Board of Governors for Cosmetic Executive Women (CEW) and the Board of Dermstore.com. Ms. Hennington received her bachelor’s degree from Cornell University and her M.B.A. from the Kellogg School of Management at Northwestern University. Our Environmental, Social, Governance and Nominating Committee and Board believes her experience in areas relevant to THOR’s strategic plan make her a great addition to our Board.



SKILLS AND QUALIFICATIONS
• Business Ethics	• Management	• Strategic Alliance
• Environmental/Sustainability/Corporate Responsibility	• Marketing/Sales • Mergers & Acquisitions	• Strategy • Talent Management

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AMELIA A. HUNTINGTON

Age: 55

Director Since: 2018

THOR COMMITTEES

• Audit

• Compensation and Development

OUTSIDE DIRECTORSHIPS

• The Duchossois Group

• S & C Electric Company

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 a 22-year career, including Chief Operating Officer of Schneider Electric North America and CEO of subsidiary, Juno Lighting Group. Our Environmental, Social, Governance and Nominating Committee and Board believe that her extensive experience in multinational operations and business transformation/strategy make her an asset to our Board.


SKILLS AND QUALIFICATIONS
• Business Ethics	• International	• Strategy
• Business Operations	• Management	• Strategic Alliances
• Environmental/Sustainability Corporate Responsibility	• Marketing/Sales • Mergers & Acquisitions	• Talent Management • Technology/Systems (loT)

LAUREL HURD

Age: 51

Director Since: 2021

THOR COMMITTEES

• Audit

• Compensation and Development

Ms. Hurd joined our Board in September of 2021. She is a segment President, Learning and Development, for Newell Brands, an American worldwide manufacturer, marketer and distributor of consumer and commercial products with a portfolio of brands including: Rubbermaid, Coleman, PaperMate, Sharpie, Elmer’s, Krazy Glue, Nuk, Baby Jogger, Graco, First Alert, Sunbeam, Rival, Crock-Pot, Oster, Mr. Coffee and Yankee Candle. She become a segment President in March of 2019 having previously been the CEO Writing Division from March of 2018 to March of 2019. Prior to that she was the CEO Baby Division from January of 2017 to March of 2018 and the President Home & Baby Division from January of 2016 to January of 2017. She has over 30 years of experience in the consumer packaged goods industry. In her current position, she has P&L responsibility over a $3 billion dollar group including brands as Sharpie, Elmer’s, Graco, and Baby Jogger. Ms. Hurd received her bachelors in Business Administration and Marketing from Miami University in Oxford, Ohio. Our Environmental, Social, Governance and Nominating Committee and Board believe her extensive experience in driving sales and profits of legacy brands through innovation, digital acceleration and global expansion make her a great asset to our Board.


SKILLS AND QUALIFICATIONS
• Business Head	• Management	• Strategy
• Business Operations	• Marketing/Sales	• Talent Management
• International	• Merger & Acquisitions

THOR INDUSTRIES, INC. / 23

WILSON JONES

Age: 60

Director Since: 2014

THOR COMMITTEES

• Compensation and Development (Chair)

• Environmental, Social, Governance and Nominating

OUTSIDE DIRECTORSHIPS

• Green Bay Packing Board of Directors (2020-Present)

Mr. Jones, who became a Director in August of 2014, retired as the Chief Executive Officer and board member of Oshkosh Corporation, a leading designer, manufacturer and marketer of a broad range of specialty vehicles and vehicle bodies in April 2021. 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 Environmental, Social, Governance and Nominating Committee and Board believe his experience in specialty vehicles and management experience make him an asset to our Board.


SKILLS AND QUALIFICATIONS
• Business Ethics	• International	• Risk Management
• Business Operations	• Management	• Strategy
• Corporate Governance	• Marketing/Sales	• Talent Management
• Finance/Capital Allocation	• Mergers & Acquisitions	• Technology/Systems
• Government/Public Policy

WILLIAM J. KELLEY, JR.

Age: 57

Director Since: 2020

THOR COMMITTEES

• Audit

• Compensation and Development

OUTSIDE DIRECTORSHIPS

• Chicago Children’s Museum

• Chicago Youth Centers

Mr. Kelley, who became a Director in November of 2020, is the Executive Vice President and Chief Financial Officer of TreeHouse Foods, Inc., a leading manufacturer and distributor of private label packaged foods and beverages in North America. He served as Interim Chief Financial Officer of TreeHouse from November of 2019 to February of 2020. From May 2018 to November 2019, he was TreeHouse’s Senior Vice President, Corporate and Operations, Finance. A food industry veteran, Mr. Kelley joined TreeHouse in 2016 as Vice President Finance and Corporate Controller. Prior to joining TreeHouse, Mr. Kelley was with food and beverage company The Kraft Heinz Company as Head of Global Internal Audit. He was employed by The Hillshire Brands Company, as Senior Vice President, Corporate Controller and Chief Accounting Officer prior to Kraft. Prior to Hillshire, Mr. Kelley held several senior roles of increasing responsibility at USG Corporation, PepsiAmericas, Arthur Andersen, and Cargill, Inc. Mr. Kelley holds a B.A. in Accounting from Clark Atlanta University and an MBA in Accounting and Strategy from the University of Chicago. Mr. Kelley serves on two non-profit boards in the Chicago area. He is active at Chicago Youth Centers, serving as a Board Member and also dedicates his time to the Chicago Children’s Museum as a Board Member. Our Environmental, Social, Governance and Nominating Committee and Board believe his extensive fiscal and enterprise risk management experience overseeing finance, accounting and controls at the leadership level for Fortune 500 companies which qualify him as an “audit committee financial expert”, make him an asset to our Board.


SKILLS AND QUALIFICATIONS
• Academia/Education	• Finance	• Mergers & Acquisitions
• Business Ethics	• Finance/Capital Allocation	• Strategy
• Business Head/Administration	• Financial Expertise/Literacy	• Talent Management
• Business Operations	• International	• Taxation
• Corporate Governance	• Management	• Technology/Systems

24 / NOTICE OF 2021 ANNUAL MEETING & PROXY STATEMENT

CHRISTOPHER KLEIN

Age: 58

Director Since: 2017

THOR COMMITTEES

• Environmental, Social, Governance and Nominating (Chair)

• Compensation and Development

OUTSIDE DIRECTORSHIPS

• Vontier, Inc.

• Ravinia Festival

Mr. Klein, who became a Director in December 2017, retired as the Chief Executive Officer in January 2020, and as the Executive Chairman of Fortune Brands Home & Security, Inc., a leading manufacturer of home and security products in December 2020. 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 Environmental, Social, Governance and Nominating 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.


SKILLS AND QUALIFICATIONS
• Business Head/Administration	• Financial Services Industry	• Risk Management
• Corporate Governance	• International	• Strategic Alliances
• Finance	• Management	• Strategy
• Finance/Capital Allocation	• Mergers & Acquisitions	• Talent Management
• Financial Expertise/Literacy

ROBERT W. MARTIN

President and Chief Executive Officer

Age: 52

Director Since: 2013

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 Environmental, Social, Governance and Nominating Committee and Board believe that his extensive experience with our Company and the industry make him an asset to our Board.


SKILLS AND QUALIFICATIONS
• Business Ethics	• Marketing/Sales	• Strategy
• Business Operations	• Mergers & Acquisitions	• Talent Management
• Management	• Risk Management

THOR INDUSTRIES, INC. / 25

PETER B. ORTHWEIN

Chairman Emeritus of the Board

Age: 76

Director Since: 1980

Mr. Orthwein, a co-founder of our Company, currently serves as Chairman Emeritus of the Board, having been appointed to this position after retiring from the Company in August 2019. Mr. Orthwein has served as a Director of our Company since its inception. He served as our Executive Chairman from August 2013 until his retirement in August 2019. From November 2009 to August 2013, Mr. Orthwein served as the Company’s Chairman and CEO. In addition, he served as the Company’s President and CEO 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 2009, and Treasurer of our Company from 1980 to November 2009. Our Environmental, Social, Governance and Nominating Committee and Board believe that his extensive experience with our Company and the industry make him an asset to our Board.



SKILLS AND QUALIFICATIONS
• Business Operations	• Financial Expertise/Literacy	• Mergers & Acquisitions
• Finance/Capital Allocation	• Management	• Strategy

LOGO

JAMES L. ZIEMER

Age: 71

Director Since: 2010

THOR COMMITTEES

• Audit (Chair)

• Environmental, Social, Governance and Nominating

OUTSIDE DIRECTORSHIPS

• Textron, Inc.

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 Environmental, Social, Governance and Nominating 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.



SKILLS AND QUALIFICATIONS
• Business Ethics	• Finance/Capital Allocation	• Marketing/Sales
• Business Operations	• Financial Expertise/Literacy	• Risk Management
• Corporate Governance	• International	• Strategy
• Finance	• Management

LOGO

FY2021 INDEPENDENCE OF DIRECTORS

For Fiscal Year 2021, Peter B. Orthwein was considered a non-independent director under NYSE rules. He retired as Executive Chairman at the end of Fiscal Year 2019.

LOGO

FY2021 BOARD OF DIRECTOR TENURE

28 / NOTICE OF 2021 ANNUAL MEETING & PROXY STATEMENT

LOGO

THOR INDUSTRIES, INC. / 29

board of directors:

structure and committees

and corporate governance

Corporate Governance

Both our Board and Management embrace the reality that good corporate governance is necessary for our Company to be successful. THOR’s Governance Guidelines serve as the framework for consistently effective governance of the Company. The Guidelines are regularly reviewed and updated from time to time and are available for review on our website, www.thorindustries.com.

Board Selection Process

Our Environmental, Social, Governance and Nominating Committee, with assistance from our Chairman and CEO, screens candidates and recommends nominees to the full Board. Our Bylaws 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 ten (10) Directors - each Director will stand for election each year.

Our Environmental, Social, Governance and Nominating Committee has relied upon board search firms in identifying suitable candidates. During this process, the Board adheres to a Diversity Policy as it engages in an evaluation of a widely-diverse set of candidates. 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

Our By-laws 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.

Board Structure and Leadership

THOR’s Board of Directors is chaired by an independent director, Andrew Graves. Our Board is led by strong Committee chairs, Messrs. Jones (Compensation and Development), Klein (Environmental, Social, Governance and Nominating), and Ziemer (Audit).

Our Board has three standing Committees with the principal functions described below. The charters of each of these Committees are posted on our website at www.thorindustries.com and are available in print to any Shareholder who requests them.

Audit Committee

The principal functions of our Audit Committee include to:

•

Attend to the appointment, retention, termination, and oversight, including the approval of compensation, of the Company’s independent auditors.

•

Maintain communications among our Board, our independent registered public accounting firm, and our internal accounting staff with respect to accounting and auditing procedures, implementation of recommendations by such independent registered public accounting firm, the adequacy of our internal controls, and related matters.

30 / NOTICE OF 2021 ANNUAL MEETING & PROXY STATEMENT

•

Review and approve the annual audit plan and all major changes to the plan.

•

Review and discuss, with management and the independent auditor, financial statements and disclosure matters and prepare relevant reports with respect thereto.

•

Oversee the selection and removal of the internal audit director.

•

Oversee compliance and risk management matters, including reviewing the Company’s code of business conduct and ethics.

•

Review and approve all related-party transactions, defined as those transactions required to be disclosed under item 404 of Regulation S-K.

Compensation and Development Committee

The principal functions of our Compensation and Development Committee include to:

•

Establish and review executive compensation policies and guiding principles.

•

Review and approve the compensation of our Chief Executive Officer and evaluate his performance in light of such compensation.

•

Review and approve the compensation of our Executive Officers.

•

Evaluate and approve the design of compensation and benefit programs for our Executive Officers.

•

Assist the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs.

•

Review management and leadership development, succession planning, and retention for our Company.

Environmental, Social, Governance and Nominating Committee

The principal functions of our Environmental, Social, Governance and Nominating Committee include to:

•

Address all matters of corporate governance.

•

Evaluate qualifications and candidates for positions on our Board using the criteria set forth under the heading “Proposal 1 – Election of Directors”.

•

Review succession plans, including policies and principles for the selection and performance review of the Chief Executive Officer.

•

Establish criteria for selecting new Directors, nominees for Board membership, and the positions of Chairman and Chief Executive Officer.

•

Review all components of compensation for independent Directors, including our Chairman.

•

Determine whether a Director should be invited to stand for re-election.

•

Oversee the Company’s ESG Committee.

THOR INDUSTRIES, INC. / 31

Director Independence

Of our ten 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, Mses. Hennington, Huntington, and Hurd and Messrs. Graves, Jones, Kelley, Klein, and Ziemer).

Independent Director Meetings

THOR’s independent Directors, as an entire body or part thereof, meet in non-executive sessions that include Messrs. Orthwein and Martin and all of the independent directors and in executive session comprised of only 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.

Board of Directors and Committees of the Board



Name	Board	Audit Committee	Compensation and Development Committee	Environmental, Social, Governance and Nominating Committee

Andrew Graves	Chair

Christina Hennington	✓		✓	✓

Amelia A. Huntington	✓	✓	✓

Laurel Hurd	✓	✓	✓

Wilson Jones	✓		Chair	✓

William J. Kelley Jr.*	✓	✓	✓

Christopher Klein	✓		✓	Chair

Robert W. Martin	✓

Peter B. Orthwein	✓

James Ziemer*	✓	Chair		✓

Total Fiscal Year 2021 Meetings	12	8	8	4

* Our Board has determined that Mr. Ziemer and Mr. Kelley 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.

32 / NOTICE OF 2021 ANNUAL MEETING & PROXY STATEMENT

Director Attendance

During Fiscal Year 2021, the Board of Directors held 12 meetings. In the aggregate, Directors attended 97% of the total meetings of the full Board. No Director attended less than 92% 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 the members of the Board attended the 2020 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.

Board Risk Oversight

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.

ENVIRONMENTAL, SOCIAL, GOVERNANCE AND NOMINATING COMMITTEE: All risks within the scope of the Company’s governance programs and 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 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. Our Board initiated a Board refreshment plan several years ago and strictly adhered to the diversity policy in the process, resulting in our last four Board members being diverse candidates.

THOR INDUSTRIES, INC. / 33

Succession Planning

Our Board is actively engaged in talent management and succession planning. 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

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SEC Form DEF 14A filed by Thor Industries, Inc.