DEF 14A

DEF 14A 1 d373498ddef14a.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

(Amendment No.)

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

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):



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

LETTER FROM

THE BOARD OF DIRECTORS

DEAR FELLOW SHAREHOLDERS OF THOR INDUSTRIES:

On behalf of the Board of Directors and Management, we thank you for your continued trust and confidence in THOR Industries, Inc.

In last year’s letter to shareholders, we predicted that Management’s continued focus on its strategic plan in favorable market conditions would drive another successful year for your Company. Our Management delivered. Your Company’s portfolio of industry-leading and innovative products continues to capture the imagination of consumers across the world, driving your Company to achieve a record financial performance while at the same time continuing to realize its ESG initiatives and pledges.

This type of performance did not come without its challenges. Throughout the year, Management continued to steer your Company through the obstacles presented by the pandemic and supply

chain constraints while at the same time pushing against new challenges, including the economic disruption caused by the invasion of Ukraine, energy and gas price increases, interest rate increases, rising inflation, and drops in consumer confidence. Fiscal Year 2022 taught us that not even these formidable headwinds will dampen the spirit of people to pursue their passion for freedom, travel, inclusiveness, and safety presented by the RV lifestyle and your Company’s products.

While macro-economic factors continue to present challenges to the entire marketplace, the Company’s culture of adaptation positions the Company as the industry leader, capable and ready to capitalize on the opportunities presented by any market. The Company’s results demonstrate the resiliency of its business model, which enables it to outperform across the economic cycle.

THOR INDUSTRIES, INC.

Our Fiscal Year 2022

Operating Performance

Fiscal Year 2022 started where Fiscal Year 2021 left off—a robust market with unprecedented demand for RVs. While this demand continued to stress our supply chain beyond its capacity, we were still able to push our production capacities to new highs. Early in the Fiscal Year, we closed the purchase of Airxcel, a well-established supplier of many essential parts to the industry. This acquisition, and the Company’s subsequent investments in growing Airxcel’s product offerings, inventory, and product performance, have strongly benefited the entire industry. As Calendar Year 2021 came to a close, and as Calendar Year 2022 began, rising inflation, the war in Ukraine, fear of a recession, reduced consumer confidence, and increased energy and interest costs all contributed to a tempering of demand that continued through the end of the Fiscal Year. But, just as we were able to quickly ramp up production in the face of unprecedented demand, we were able to nimbly adjust production to hold margin and prevent an unsustainable build-up of inventory in the face of more moderate demand.

For Fiscal Year 2022, THOR’s net income was $1.14 billion, an increase of greater than 72% over last year’s previous record net income. For the fiscal year, our diluted earnings per share were $20.59, an increase of nearly 74% over last year’s record of $11.85. Our stock started the fiscal year at $118.36 and ended the fiscal year at $84.33. Taking advantage of the disconnect between financial performance and stock value, we instituted a stock repurchase program in December and through the end of Fiscal Year 2022, had repurchased $165.1 million of our common stock.

ESG Developments

In Fiscal Year 2022, we continued to safeguard your Company through excellence in corporate governance, including reviewing and refreshing our committee charters and governance guidelines.

During the year, your Company also remained focused on ways it can continue to be an impactful global citizen, expanding and building upon its strong

foundations of Diversity, Equity and Inclusion (“DEI”) and Environmental, Social and Governance (“ESG”) principles. In October, we released our fifth annual Sustainability Report which we encourage you to review. The highlights of the report are stated in these materials.

As part of our Board refreshment strategy, Christina Hennington and Laurel Hurd joined the Board in September 2021, and Director Jim Ziemer retired effective October 1, 2022. Over his 12 years of service, Jim brought great financial acumen and experience to our boardroom and served as the Chair of our Audit Committee from December 2011 through March 2022. Jim leaves having earned the respect and admiration of the Board and Management.

Looking Ahead

As we look ahead to Fiscal Year 2023, we remain confident that the camping and outdoor lifestyle that RV ownership promotes will continue to drive demand. We believe our portfolio of innovative products is best positioned to meet that demand. At the same time, Management remains committed to disciplined production, aligned to meet current demand without overproducing and overloading our independent dealer channel. Over the years the Company has proven itself to be a top-performer in any market and, whatever Fiscal Year 2023 brings, we are ready.

The Board of Directors of THOR Industries, Inc.

LOGO

NOTICE OF 2022 ANNUAL MEETING AND PROXY STATEMENT

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 16, 2022

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 16, 2022, 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; and		FOR

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

Shareholders of record as of the close of business on October 17, 2022 (the “Record Date”) are entitled to vote at the Annual Meeting and any postponement or adjournment thereof. We are holding our Meeting virtually again this year. You or your proxyholder will be able to attend the 2022 Annual Meeting online, vote, and submit questions by visiting www.virtualshareholdermeeting.com/THO2022 and using the 16-digit control number included on your notice, 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 confi dence in our Company and look forward to your input.



Andrew E. Graves		Trevor Q. Gasper
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.

LOGO

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 17, 2022. At the close of business on that date, 53,682,396 shares of our Common Stock were outstanding and entitled to vote.



Review the Proxy Statement and Vote in one of four ways:

Internet		Telephone
You may vote by internet 24 hours a day through 11:59 p.m., EST, on December 15, 2022, by following the instructions listed on the Notice Card.		You may vote by telephone 24 hours a day through 11:59 p.m., EST, on December 15, 2022, by following the instructions listed on the Notice Card.

Mail		Virtually
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.		To participate in the Annual Meeting online, visit www.virtualshareholdermeeting.com/THO2022 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 2022 Proxy Statement and Annual Report on Form 10-K

are available free of charge on our website at www.thorindustries.com.

NOTICE OF 2022 ANNUAL MEETING AND PROXY STATEMENT


Notice of Annual Meeting of Shareholders			5

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 2022			12

Business Performance Highlights			12

Sustainability Highlights			14

Corporate Governance Highlights			15

Proposal 1 – Election of Directors			16

Qualifications and Process for Nominees			16

Nominees for Board of Directors			18

Board Of Directors: Structure and Committees and Corporate Governance			24

Corporate Governance			24

Board Selection Process			24

Proxy Access			24

Board Structure and Leadership			24

• Audit Committee			24

• Compensation and Development Committee			25

• Environmental, Social, Governance and Nominating Committee			25

Director Independence			26

Independent Director Meetings			26

Director Attendance			26

Annual Board and Committee Evaluation			27

Board Risk Oversight			27

Diversity Policy			27

Succession Planning			28

Mandatory Resignation Policy			28

Shareholder Communications and Engagement			28

Code of Ethics			28

Our Governance Practices			29

Director Compensation			30

Executive Officers Who Are Not Directors			31

Proposal 2 – Ratification of our Independent Registered Public Accounting Firm			32

Independent Registered Public Accounting Firm Fees			32

Report of the Audit Committee			34


Proposal 3 – Advisory Vote to Approve The Compensation of our Named Executive Officers			35

Compensation Discussion and Analysis			36

Executive Summary			36

Our Compensation Philosophy			40

Looking Back: Reviewing the Elements of Compensation from Fiscal Year 2022			43

Additional Compensation Elements			45

How We Make Compensation Decisions and Why We Made Them for Fiscal Year 2022			47

Our Compensation Peer Group			48

Measuring the Alignment: Evaluating the Relationship Between our Fiscal Year 2022 Performance and our Compensation			49

Report of the Compensation and Development Committee			51

Fiscal Year 2022 CEO Pay Ratio			52

Compensation Committee Interlocks and Insider Participation			53

Executive Compensation			54

Summary Compensation Table			54

Grants of Plan-Based Awards			56

Summary of Equity Compensation Plans			58

Outstanding Equity Awards at 2022 Fiscal Year-End			61

Option Exercises and Shares Vested in Fiscal Year 2022			62

Non-Qualified Deferred Compensation for Fiscal Year 2022			62

Summary of Deferred Compensation Plan			63

Potential Payments Upon Termination or Change in Control and Agreements with Resigning Officers			63

Ownership of Common Stock			66

Certain Relationships and Transactions with Management			68

Delinquent Section 16(a) Reports			68

Shareholder Proposals			68

Other Matters			69

Summary

LOGO

NOTICE OF 2022 ANNUAL MEETING AND PROXY STATEMENT

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 2022 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 2, 2022, this Proxy Statement will be available through the Internet.

General Information about our Annual Meeting

A copy of this Proxy Statement and our Annual Report for the fiscal year ended July 31, 2022 (“Fiscal Year 2022”), 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 17, 2022. At the close of business on that date, 53,682,396 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 during the Meeting and during regular business hours at the Company’s office for ten (10) days prior to the Meeting.

How to Vote

We are holding our Meeting virtually again this year. You or your proxyholder will be able to attend

the 2022 Annual Meeting online, vote, and submit questions by visiting www.virtualshareholdermeeting.com/THO2022 and using the 16-digit control number included on your notice, 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 during 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).

THOR INDUSTRIES, INC.

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., EST, December 15, 2022, 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., EST, December 15, 2022, 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 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 at the Meeting: You may attend the Meeting virtually at www.virtualshareholdermeeting.com/THO2022 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 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 one or more of the proposals to be voted upon at

LOGO

BOARD RECOMMENDATIONS

Our Board of Directors recommends that
you vote “FOR” each of the Director
nominees, “FOR” the ratification of the
appointment of the independent registered
public accounting firm, and “FOR” the
advisory vote approving the compensation
of our Named Executive Officers.

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.

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

NOTICE OF 2022 ANNUAL MEETING AND PROXY STATEMENT

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.

Cost of Proxy Solicitation

In addition to the solicitation of proxies by mail, officers and employees of our Company may solicit proxies in person or by telephone. The cost of this proxy solicitation is being borne by our Company.

Shareholders Sharing
an Address

We will deliver only one Notice of Internet Availability and one Proxy Statement and/ or Annual Report, if requested, to multiple Shareholders sharing an address unless we receive contrary instructions from one or more of such Shareholders. We will undertake to deliver promptly, upon written or oral request, separate copies of the Notice of Internet Availability, Annual Report, and/or Proxy Statement to a Shareholder at a shared address to which single copies of the Notice of Internet Availability, Annual Report, and/or Proxy Statement are delivered. A Shareholder can notify us either in writing or by phone that the Shareholder wishes to receive separate copies of the Notice of Internet Availability, Annual Report, and/or Proxy Statement, or Shareholders sharing an address can request delivery of single copies of the Notice of Internet Availability, Annual Report and/or Proxy Statement if they are receiving multiple copies by contacting us at THOR Industries, Inc., 601 East Beardsley Avenue, Elkhart, IN 46514, Attention: Corporate Secretary, (574) 970-7460.

THOR INDUSTRIES, INC.

GENERAL INFORMATION

REGARDING THOR INDUSTRIES

AND FISCAL YEAR 2022

Business Performance Highlights

The Company’s continued growth is dependent on its Management never resting on the status quo or its market-leading position. Fiscal Year 2022 exemplifi ed this. During the year, Management delivered upon several key initiatives and transactions, highlighted by the following:

•

As of June 30, 2022, holding leading market share in every North American RV product category in which the Company participates;

•

The purchase of industry leader and supplier Airxcel in September 2021 for approximately $750 million;

•

The upsizing of our Asset Based Lending (“ABL”) credit facility to increase liquidity, which occurred concurrently with the Airxcel purchase;

•

The offering and closing of $500 million of our 4.0% Senior Unsecured Notes in October 2021;

•

The announcement of a $250 million share repurchase authorization in December 2021 and an additional authorization of $448 million in June 2022 (for a total authorization of $698 million) of which $165.1 million has been utilized through July 31, 2022;

•

The unveiling of two revolutionary prototype electric RVs at the Tampa show in January 2022;

•

The continued refreshment of our Board of Directors with the addition of Christina Hennington and Laurel Hurd;

LOGO

NOTICE OF 2022 ANNUAL MEETING AND PROXY STATEMENT

Business Performance Highlights (continued)

•

The promotion of Todd Woelfer to Chief Operating Officer;

•

The publication of our fourth annual sustainability report in January 2022;

•

The inception of a partnership with TechNexus Venture Collaborative to identify strategic opportunities and drive margin improvement initiatives;

•

The purchase of our first manufacturing facility in Poland;

•

The announcement of a strategic investment and partnership with Dragonfl y Energy, a producer of lithium-ion batteries; and

•

The launch of a more transparent and guidancedriven investor-relations strategy culminating with the Company’s successful Investor Day at Airstream in Jackson Center, Ohio in June 2022.

LOGO

HISTORY OF INCREASING

REGULAR DIVIDENDS

THOR’s 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 twelve (12) years and recently announced an increase in the dividend awarded in the first quarter of Fiscal Year 2023. Over the last five (5) years, THOR’s dividend has grown at a compounded annual growth rate of approximately 5.4%.

THOR INDUSTRIES, INC.

Sustainability Highlights

In October, we released our fi fth annual Sustainability Report which provides further detail of our progress along with our ESG journey. It can be found at www.thorindustries.com.

•

Continued its progress towards the goal of reducing carbon emissions by 50% by 2030;

•

Maintained the Erwin Hymer Group’s industry- leading carbon net-neutral RV manufacturing operations, first achieved in Fiscal Year 2021;

•

Continued our emphasis in sustainability, including the unveiling of two electric RV prototypes: (1) the AIRSTREAM^®eStream^™, an electric-powered trailer; and (2) the THOR Vision Vehicle^™. Each promises a more sustainable outdoor recreational experience;

•

Committed to reducing its solid waste to landfills by 50% by 2030;

•

Released year-over-year greenhouse gas CO_2edata comparing Fiscal Years 2022, 2021, and 2020 to the 2019 baseline;

•

Expanded its disclosures of Labor, Health and Safety performance;

•

Completed its multi-year partnership with the National Forest Foundation through which the Company funded the replanting of 500,000 trees, and announced a new phase of this partnership including funding trail and campsite infrastructure improvements;

•

Made its facility in Nowa Sól Poland available, free of charge, to the Polish Red Cross as a staging and distribution center for items of relief for Ukrainian refugees;

•

Continued support of Together Outdoors, a coalition founded by the Company in partnership with Outdoor Recreation Roundtable focused on making the outdoors an equitable and inclusive space for all through education, partnership and engagement;

•

Engaged in comprehensive studies in product weight reduction and radically improved aerodynamics to increase range and fuel economy;

•

Continued to educate thousands of local students regarding manufacturing and the RV Industry through the Company’s LEAP program;

•

Purchased and invested in the expansion of Elkhart Composites, Inc., which produces “Elkboard”, a sustainable composite material used in the RV industry as a substitute for traditional lauan wood and sidewalls;

•

Continued engagement with THOR’s Pick Up America program, which has removed over 259 tons of trash from public lands since the program launched in 2019;

•

Invested approximately $10 million to improve energy effi ciency and solar power generation with expected generation of over 7,615 MWh of energy annually with further plans to expand its renewable energy self-generation; and

•

Invested in Dragonfl y Energy, a leading deep cycle lithium-ion battery producer which is displacing lead-acid batteries across a wide range of end-markets, including RVs.

LOGO

NOTICE OF 2022 ANNUAL MEETING AND PROXY STATEMENT

Corporate Governance Highlights

Excellent 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 2022:



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 • Continue to carry out a board refreshment strategy including the introduction of two (2) new board members in Fiscal Year 2022



Board Accountability		• Entire Board of Directors is subject to annual election • 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 at least 96% of Board and Committee meetings in Fiscal Year 2022 • 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 and 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 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. Director’s share ownership requirement was increased to four (4) times annual cash retainer in October 2022



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



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

* Peter B. Orthwein became independent on August 1, 2022. Entering Fiscal Year 2023, nine (9) of the ten (10) directors were independent. Upon the retirement of Jim Ziemer effective October 1, 2022, eight (8) of the nine (9) directors are independent.

THOR INDUSTRIES, INC.

PROPOSAL 1

ELECTION OF DIRECTORS

Each of our nine 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 the utmost 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 the Board seeks to expand Board diversity. In any search, the Board also considers the evolving needs of our Board. 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 the satisfaction of any independence requirements imposed by law, regulation, and the New York Stock Exchange (the “NYSE”). 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”). The Diversity

LOGO

NOTICE OF 2022 ANNUAL MEETING AND PROXY STATEMENT

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 credentials and skills of 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.

LOGO

BOARD RECOMMENDATIONS

The Board of Directors recommends that the
shareholders vote “FOR” the nominees.

LOGO

THOR INDUSTRIES, INC.

Our Board Of Directors

Nominees for Board of Directors

ANDREW GRAVES

Chairman of the Board

Age: 63

Director Since: 2010

OUTSIDE DIRECTORSHIPS

• Tiara Yachts

• American Chemet Corporation

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 makes him an asset to our Board.


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

CHRISTINA HENNINGTON

Age: 47

Director Since: 2021

THOR COMMITTEES

• Compensation and Development

• Environmental, Social, Governance and Nominating

Ms. Hennington joined our Board in September of 2021. Ms. Hennington is the Executive Vice President and Chief Growth Officer of Target Corp. She is a member of Target’s leadership team and has been employed by Target since June 2003. 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 is a Henry Crown Fellow of the Aspen Institute. She previously served on the Board of Second Harvest Heartland, Governors for Cosmetic Executive Women (CEW) and the Board of Dermstore.com. Ms. Hennington received her bachelor’s degree from Cornell University and her MBA 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 an asset to our Board.


SKILLS AND QUALIFICATIONS
• Business Ethics	• Executive Leadership	• Strategic Alliance
• Business Operations	• Marketing/Sales	• Strategy
• Environmental	• Mergers & Acquisitions	• Talent Management & Compensation

NOTICE OF 2022 ANNUAL MEETING AND PROXY STATEMENT

AMELIA A. HUNTINGTON

Age: 56

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 of 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. Ms. Huntington is NACD Directorship Certified^®. Our Environmental, Social, Governance and Nominating Committee and Board believe that her extensive experience in multinational operations and business transformation/strategy makes her an asset to our Board.


SKILLS AND QUALIFICATIONS
• Business Ethics	• International	• Strategy
• Business Operations	• Marketing/Sales	• Sustainability/Climate
• Executive Leadership	• Mergers & Acquisitions	• Systems (IoT)
• Finance/Capital Allocation	• Strategic Alliances	• Talent Management & Compensation

LAUREL HURD

Age: 52

Director Since: 2021

THOR COMMITTEES

• Audit

• Compensation and Development

OUTSIDE DIRECTORSHIPS

• Interface, Inc.

Ms. Hurd joined our Board in September of 2021. She is the President and Chief Executive Officer of Interface, Inc. a worldwide commercial flooring company and global leader in sustainability since April of 2022. She was previously 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. She became 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. Ms. Hurd received her bachelor’s 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 makes her an asset to our Board.


SKILLS AND QUALIFICATIONS
• Business Operations	• Financial Expertise/Literacy	• Mergers & Acquisitions
• Environmental	• International	• Strategy
• Executive Leadership	• Investments	• Sustainability/Climate
• Finance/Capital Allocation	• Marketing/Sales	• Talent Management & Compensation

THOR INDUSTRIES, INC.

WILSON JONES

Age: 61

Director Since: 2014

THOR COMMITTEES

• Compensation and Development (Chair)

• Environmental, Social, Governance and Nominating

OUTSIDE DIRECTORSHIPS

• Green Bay Packaging Board of Directors (2020 – Present)

• Green Bay Packers, Inc. 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 of 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	• Government/Public Policy	• Strategic Alliances
• Business Operations	• International	• Strategy
• Corporate Governance	• Marketing/Sales	• Talent Management & Compensation
• Environmental	• Mergers & Acquisitions	• Technology/Systems
• Financial/Capital Allocations	• Risk Management

WILLIAM J. KELLEY, JR.

Age: 58

Director Since: 2020

THOR COMMITTEES

• Audit (Chair)

• Environmental, Social, Governance and Nominating

OUTSIDE DIRECTORSHIPS

• Chicago’s Children Museum

• Chicago Youth Centers

Mr. Kelley, who became a Director in November of 2020, is the Global Chief Financial Officer for Tropicana Brands Group, established in 2022 as a joint venture between PAI Partners and PepsiCo., with a global footprint that spans North America and Europe and industry-leading capabilities in areas that include innovation, R&D, manufacturing, distribution, sales, marketing, and nutrition expertise. Prior to joining Tropicana Brands Group in July of 2022, Mr. Kelley was 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 and Senior Vice President, Corporate and Operations, Finance from May of 2018 to November of 2019. 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 Board Chairman. 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
• Business Ethics	• Finance/Capital Allocation	• Strategy
• Business Operations	• Financial Expertise/Literacy	• Talent Management & Compensation
• Corporate Governance	• International	• Taxation
• Cybersecurity	• Mergers & Acquisitions	• Technology/Systems
• Executive Leadership

NOTICE OF 2022 ANNUAL MEETING AND PROXY STATEMENT

CHRISTOPHER KLEIN

Age: 59

Director Since: 2017

THOR COMMITTEES

• Environmental, Social, Governance and Nominating (Chair)

• Audit

OUTSIDE DIRECTORSHIPS

• Vontier, Inc.

• Ravinia Festival

• U of Iowa Tippie School Business

Mr. Klein, who became a Director in December 2017, retired as the Chief Executive Officer in January of 2020, and as the Executive Chairman of Fortune Brands Home & Security, Inc., a leading manufacturer of home and security products in December of 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 Operations	• International	• Strategic Alliances
• Corporate Governance	• Mergers & Acquisitions	• Strategy
• Finance/Capital Allocation	• Risk Management	• Talent Management & Compensation
• Financial Expertise/Literacy

ROBERT W. MARTIN

President and Chief Executive Officer

Age: 53

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	• Mergers & Acquisitions	• Strategy
• Business Operations	• Risk Management	• Talent Management & Compensation
• Marketing/Sales

THOR INDUSTRIES, INC.

PETER B. ORTHWEIN

Chairman Emeritus of the Board

Age: 77

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 of 2019. Mr. Orthwein has served as a Director of our Company since its inception. He served as our Executive Chairman from August of 2013 until his retirement in August of 2019. From November of 2009 to August of 2013, Mr. Orthwein served as the Company’s Chairman and CEO. In addition, he served as the Company’s President and CEO from November of 2009 to August of 2012. Mr. Orthwein was previously Chairman of our Company from 1980 to 1986, Vice Chairman of our Company from 1986 to November of 2009, and Treasurer of our Company from 1980 to November of 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	• Strategy
• Finance/Capital Allocation	• Mergers & Acquisitions

OUR BOARD OF DIRECTORS

LOGO

NOTICE OF 2022 ANNUAL MEETING AND PROXY STATEMENT

LOGO

THOR INDUSTRIES, INC.

BOARD OF DIRECTORS

STRUCTURE AND COMMITTEES AND CORPORATE GOVERNANCE

Corporate Governance

Both our Board and Management embrace the reality that excellent corporate governance is necessary for our Company to succeed. THOR’s Governance Guidelines serve as the framework for consistent and 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 both our Chairman and CEO, screens candidates and recommends nominees to the full Board. Our By-laws 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 nine (9) 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. Another 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 Kelley (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,

NOTICE OF 2022 ANNUAL MEETING AND PROXY STATEMENT

implementation of recommendations by such independent registered public accounting firm, the adequacy of our internal controls, and related matters.

•

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.

•

Oversee the qualifications, independence, and performance 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.

•

Administer the Company’s cash and equity incentive plans for employees including ensuring that the plans do not promote excessive risk taking.

•

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 Sustainability Committee.

•

Oversee the annual evaluation of the Board.

THOR INDUSTRIES, INC.

The chart below sets forth the Board committee membership of each of our Directors.



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.*	✓	Chair		✓

Christopher Klein	✓	✓		Chair

Robert W. Martin	✓

Peter B. Orthwein	✓

Total Fiscal Year 2022 Meetings	10	9	9	5

* Our Board has determined that Mr. Kelley is an “audit committee financial expert” 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.

Director Independence

Of our ten (10) Directors in Fiscal Year 2022, only one was 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 and is independent as of Fiscal Year 2023), our Board in Fiscal Year 2022 was 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. For Fiscal Year 2023, after the retirement of Mr. Ziemer effective October 1, 2022, each of our nine (9) directors is independent with the exception of Mr. Martin.

Independent Director Meetings

THOR’s independent Directors, as an entire body or part thereof, meet in non-executive sessions that include non-independent directors and independent directors and meet in executive session (comprised of only independent directors) at the conclusion of each Audit Committee meeting, each Compensation and Development Committee, and each Board meeting.

Director Attendance

During Fiscal Year 2022, the Board of Directors held 10 meetings. In the aggregate, Directors attended 93% of the total meetings of the full Board. No Director attended less than 96% of the combined total meetings of the full Board and the Committees on which the Director served during this past year. All

NOTICE OF 2022 ANNUAL MEETING AND PROXY STATEMENT

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 2021 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, those risks related to strategy, operations, acquisition integration, legal, compliance, human resources, mergers & acquisitions, IT & cyber security, operations, and finance.

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 the ever-evolving risk landscape 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 and interactive process, the Company gains input from 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 four (4) newest Board members being diverse candidates.

LOGO

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 that envisions those individuals’ advancement to key positions in our Company. In addition, high-potential employees are regularly evaluated and engaged in comprehensive training, both on the job and in the classroom.

Mandatory Resignation Policy

In Fiscal Year 2017, our Board implemented a mandatory, age-based resignation policy, requiring each Director who is 72 years of age or older to submit his or her resignation for consideration by the Board at our October Board meeting for action at our Annual Meeting. If the Board accepts the Director’s resignation at the October Board meeting, the Director’s resignation would be effective at the Annual Meeting or earlier if agreed to by the Board and the retiring Director.

Shareholder Communications and Engagement

We encourage Shareholder communication with the Company and actively engage our Shareholders in dialogue. Any communications from interested parties directed toward our Board or independent Directors specifically may be sent to Andrew Graves, our Independent Chairman, who forwards to each of the other Board members or independent Directors, as appropriate, any such communications that, in the opinion of Mr. Graves, deal with the functions of our Board or its Committees. Mr. Graves’ address for this purpose is c/o THOR Industries, Inc., Attention: Corporate Secretary, 601 East Beardsley Avenue, Elkhart, IN 46514.

Code of Ethics

We have adopted a written code of ethics, the “THOR Industries, Inc. Business Ethics Policy”, which is applicable to all of our Directors, Officers, and employees, including our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or Controller, and other Executive Officers identified in this Proxy Statement who perform similar functions. Our code of ethics is posted on

LOGO

our website found at www.thorindustries.com and is available in print to any Shareholder who requests it. Each year members of the management teams at each of our subsidiaries, as well as our NEOs, engage in training on our Business Ethics Policy. We intend to disclose any changes in, or waivers from, our code of ethics applicable to any Selected Officer on our website or by filing a Form 8-K with the SEC.

Our Governance Practices

THOR is committed to governance principles that are designed to be in the best interest of our Shareholders. Our Board evaluates each governance principle as it uniquely applies to THOR. In some instances, this leads our Board to adopt and/or maintain policies that it deems in the best interest of THOR that may not be fully consistent with the views held by others. These decisions and determinations are not made lightly; instead, great consideration is given to the adoption of principles believed to be best suited to THOR’s long-term success. Controlling governance principles include:

•

Our Board currently has a total of nine (9) members, eight (8) of whom are independent, and all of whom have significant business operations and/or management experience.

•

Our Board is not classified, meaning each Director is elected by the shareholders annually.

•

We maintain separate Chairman and CEO positions.

•

Our Chairman is Independent.

•

Directors who are not elected by a majority of votes cast in uncontested elections are required to submit their resignation, subject to acceptance by the Board.

•

The Board and each of its Committees conduct an annual self-evaluation.

•

Our Board and NEOs have stock ownership and retention guidelines.

•

We closely monitor the alignment of our NEO compensation with our long-term shareholder return and with benchmarks.

•

We maintain a policy prohibiting derivative trading, hedging, and pledging by our Section 16 Officers and Directors.

•

We maintain a “no-fault” clawback policy that requires all recipients of incentive compensation to repay any compensation awarded based on financial results that are subsequently restated.

•

The Board regularly reviews the Company’s succession plan and talent management program.

•

There is no Shareholder rights plan or “poison pill”.

THOR INDUSTRIES, INC.

•

Our Board instituted a mandatory resignation policy, requiring each Director 72 years of age or older to submit his or her resignation for consideration by the Board.

•

Our compensation arrangements include a double trigger for all awards and grants 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 and/or grant.

•

Management and the Board maintain a Shareholder engagement strategy, which has created the opportunity and expectation of outreach to and dialogue with our Shareholders.

•

We maintain an ESG policy effectuated by a Committee over which our Environmental, Social, Governance and Nominating Committee has oversight.

Director Compensation

For service in Fiscal Year 2022, each of our non-employee Directors was to receive an annual cash retainer of $170,000, payable quarterly, plus expenses. During Fiscal Year 2022, our Chairman received an additional $250,000 cash retainer, payable quarterly. The Chairs of our Audit Committee, Compensation and Development Committee, and Environmental, Social, Governance and Nominating Committee each received an additional annual cash retainer of $20,000, payable quarterly. The following table summarizes the compensation paid to our non-employee Directors in Fiscal Year 2022.



Name	Fees Earned or Paid in Cash ($)⁽¹⁾		Option Awards ($)	Stock Awards ($)⁽²⁾		Totals ($)

Andrew Graves		$420,000	–		$199,969		$619,969

Christina Hennington		$170,000	–		$99,923		$269,923

Amelia Huntington		$170,000	–		$199,969		$369,969

Laurel Hurd		$170,000	–		$99,923		$269,923

Wilson Jones		$190,000	–		$199,969		$389,969

William J. Kelley, Jr.⁽³⁾		$180,000	–		$199,969		$379,969

Christopher Klein		$190,000	–		$199,969		$389,969

J. Allen Kosowsky⁽⁴⁾		$42,500			$199,969		$242,469

Peter B. Orthwein		$170,000	–		$199,969		$369,969

James L. Ziemer		$180,000	–		$199,969		$379,969

(1)

Fees consist of an annual cash retainer for Board and Committee service and an additional annual cash retainer paid to the Chairman and the Committee Chairs.

(2)

Director Stock Awards awarded on October 7, 2021, consisted of an award of $100,000 for director service in Fiscal Year 2021 which was paid in arrears, consistent with past practice. In Fiscal Year 2022, Director Stock Awards were changed to be awarded within the Fiscal Year earned, thus resulting in two awards during Fiscal Year 2022 for those directors who served in both Fiscal Year 2021 and Fiscal Year 2022.

(3)

Mr. Kelley became chairman of the Audit Committee, replacing Mr. Ziemer, effective March 2022.

(4)

Mr. Kosowsky retired from the Board in December 2021.

NOTICE OF 2022 ANNUAL MEETING AND PROXY STATEMENT

Executive Officers

Who Are Not Directors

COLLEEN ZUHL

Age: 56

Senior Vice President and

Chief Financial Officer

Ms. Zuhl, a Certified Public Accountant, joined our Company in June of 2011 and currently serves as Senior Vice President and Chief Financial Officer. Prior to accepting her role as Vice President and Chief Financial Officer in October of 2013, Ms. Zuhl served the Company as Vice President and Controller from February of 2013 to October of 2013, Interim Chief Financial Officer from October of 2012 to February of 2013, and Director of Finance from June of 2011 to October of 2012. Prior to joining our Company, Ms. Zuhl served as Chief Financial Officer of All American Group, Inc. (formerly known as Coachmen Industries, Inc.), then a recreational vehicle and manufactured housing company listed on the NYSE, from August of 2006 to June of 2011.

KENNETH D. JULIAN

Age: 55

Senior Vice President of Administration and Human Resources

Mr. Julian has been with our Company since March of 2004, and currently serves as Senior Vice President of Administration and Human Resources. Mr. Julian served as Vice President, Human Resources from July of 2009 until August of 2014. Mr. Julian previously served as Vice President of Administration of Keystone RV from March of 2004 to June of 2009. Prior to joining our Company, Mr. Julian served as the Director of Operations and Human Resources, as well as Corporate Secretary, for Ascot Enterprises, Inc. from February of 1989 to March of 2004.

TODD WOELFER

Age: 55

Senior Vice President and

Chief Operating Officer

Mr. Woelfer joined our Company in August of 2012, and currently serves as Senior Vice President and Chief Operating Officer. Mr. Woelfer served as our Senior Vice President, General Counsel, and Corporate Secretary prior to being promoted to COO in December of 2021. Prior to joining our Company, Mr. Woelfer served as managing partner of May Oberfell Lorber where his practice focused on advising corporate clients. From May of 2007 through May of 2010, Mr. Woelfer served as General Counsel to All American Group, Inc. (formerly known as Coachmen Industries, Inc.), then a recreational vehicle and manufactured housing company listed on the NYSE.

TREVOR Q. GASPER

Age: 42

Senior Vice President, General Counsel, and Corporate Secretary

Mr. Gasper joined our Company in September of 2017, serving first as Corporate Counsel and then as Assistant General Counsel before being appointed Senior Vice President, General Counsel, and Corporate Secretary in December of 2021. From 2006 to September of 2017, Mr. Gasper was in private practice where his practice focused on representing and advising companies engaged in the RV industry, including our Company and subsidiaries. Mr. Gasper received his B.A. degree, cum laude, from the University of Evansville and his J.D., cum laude, from Notre Dame Law School.

THOR INDUSTRIES, INC.

PROPOSAL 2

RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has selected Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm to perform the audits of our financial statements and our internal controls over financial reporting for the Fiscal Year ending July 31, 2023. Deloitte was our independent registered public accounting firm for the Fiscal Year ended July 31, 2022. Unless a Shareholder directs otherwise, proxies will be voted FOR the approval of the selection of Deloitte as our independent registered public accounting firm for the Fiscal Year ending July 31, 2023.

Representatives of Deloitte will be present at the Meeting and will have the opportunity to make a statement if they desire to do so.

We are asking our Shareholders to ratify the selection of Deloitte as our independent registered public accounting firm. Although ratification is not required, the Board is submitting the selection of Deloitte to our Shareholders for ratification as a matter of good corporate practice. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of the Company and our Shareholders.

Independent Registered Public Accounting Firm Fees

(Paid to Deloitte & Touche LLP)

The following table represents the aggregate fees billed to us for Fiscal Years 2022 and 2021 by Deloitte:



	Fiscal Year 2022		Fiscal Year 2021

Audit Fees		$5,833,000		$5,435,000

Audit-Related Fees		—		$25,000

Subtotal		$5,833,000		$5,460,000

Tax Fees		$952,000		$821,000

All Other Fees		—		—

Total Fees		$6,785,000		$6,281,000

LOGO

Audit Fees

Represents fees for professional services provided for the audit of our annual financial statements, the audit of our internal controls over financial reporting, the review of our quarterly financial statements, and audit services provided in connection with other statutory or regulatory filings.

Audit-Related Fees

Represents fees for assurance and related services which are reasonably related to the audit of our financial statements.

Tax Fees

Represents fees for professional services related to taxes, including the preparation of domestic and international returns, tax examinations assistance, and tax planning.

All Other Fees

Represents fees for products and services provided to us not otherwise included in the categories above.

Our Audit Committee has adopted a formal policy concerning the approval of audit and non-audit services to be provided by the independent registered public accounting firm to us. The policy

requires that all services Deloitte, our independent registered public accounting firm, may provide to us, including audit services and permitted audit-related and non-audit services, be pre-approved by our Audit Committee. Our Audit Committee has considered whether performance of services other than audit services is compatible with maintaining the independence of Deloitte.

Our Audit Committee pre-approved all audit and non-audit services provided by Deloitte during Fiscal Year 2022.

BOARD RECOMMENDATIONS

Our Board of Directors recommends

that the Shareholders vote “FOR” the

Ratification of Deloitte & Touche LLP as the

Company’s Independent Registered Public

Accounting Firm.

THOR INDUSTRIES, INC.

Report of the Audit Committee

The Audit Committee serves as the representative of the Company’s Board of Directors for general oversight of the Company’s financial accounting and reporting, systems of internal control and audit process, monitoring compliance with laws, regulations, and standards of business conduct. The Audit Committee operates under a written charter, a copy of which is available on our Company’s website at www.thorindustries.com and is available in print to any Shareholder who requests it.

Management of the Company has the primary responsibility for the financial reporting process, including the system of internal control. In Fiscal Year 2022, the Company’s internal audit department performed extensive diligence and intensive review of the Company’s internal control processes. Deloitte & Touche LLP, an independent registered public accounting firm acting as the Company’s independent auditor, is responsible for performing an independent audit of the Company’s consolidated financial statements and an independent audit of the Company’s internal controls over financial reporting in accordance with the standards of the United States Public Company Accounting Oversight Board (“PCAOB”) and issuing reports thereon.

In carrying out its duties, the Audit Committee has reviewed and discussed the Company’s audited consolidated financial statements for the Fiscal Year ended July 31, 2022 with the Company’s Management and Deloitte. The Audit Committee has also discussed with Deloitte the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. In addition, the Audit Committee has received the disclosures from Deloitte required by the applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence and has discussed with Deloitte its independence from the Company. Based on the foregoing reports and discussions and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the Charter of the Audit Committee, the Audit Committee recommended to the Board of Directors, and the Board of Directors has approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the Fiscal Year ended July 31, 2022.

The Board of Directors has affirmatively determined that each of the members of the Audit Committee is “independent” as defined under the rules of the NYSE.

The Audit Committee

William J. Kelley, Jr., Chair

Amelia A. Huntington

Laurel Hurd

Christopher Klein

The foregoing report of our Audit Committee shall not be deemed to be incorporated by reference in any previous or future documents filed by our Company with the SEC under the Securities Act or the Exchange Act, except to the extent that we incorporate the report by reference in any such document.

NOTICE OF 2022 ANNUAL MEETING AND PROXY STATEMENT

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

SEC Form DEF 14A filed by Thor Industries Inc.