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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
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(e) By that certain
Unanimous Written Consent of the Compensation and Development Committee of the Board of Directors of Thor Industries, Inc. dated
August 11, 2017, the Compensation and Development Committee (the “Compensation Committee”) of the Board of Directors
of Thor Industries, Inc. (the “Company”) approved the following awards and compensation for the following executive
officers for the Company’s fiscal year ending July 31, 2018 (the “2018 Fiscal Year”):
Peter B. Orthwein
Mr. Orthwein’s base salary for the Company’s 2018
Fiscal Year remains unchanged at $500,000. Mr. Orthwein’s Performance Compensation Awards under the Thor Industries, Inc.
2016 Equity and Incentive Plan (the “2016 Plan”), payable in cash with respect to each fiscal quarter of the Company’s
2018 Fiscal Year in accordance with the 2016 Plan, shall be equal to 0.25% of the Company’s net income before tax (excluding
any impairment charges) for each fiscal quarter during the Company’s 2018 Fiscal Year. The aggregate amount of such Performance
Compensation Awards shall not exceed $20 million for the 2018 Fiscal Year in accordance with the 2016 Plan. The receipt of the
foregoing Performance Compensation Awards is contingent on Mr. Orthwein being employed with the Company at the time of payment
and certification by the Compensation Committee of the amount of the award and that the applicable performance goal has been achieved.
The amount of such awards is subject to downward adjustment and other limitations in accordance with the terms of the 2016 Plan.
As with all of the executive officers, the Company reserves the right to award discretionary bonuses on a case-by-case basis.
Robert W. Martin
Mr. Martin’s base salary for the Company’s 2018
Fiscal Year remains unchanged at $750,000. Mr. Martin’s Performance Compensation Awards under the 2016 Plan, payable in cash
with respect to each fiscal quarter of the Company’s 2018 Fiscal Year in accordance with the 2016 Plan, shall be equal to
1.5% of the Company’s net income before tax (excluding any impairment charges) for each fiscal quarter during the Company’s
2018 Fiscal Year. The aggregate amount of such Performance Compensation Awards shall not exceed $20 million for the 2018 Fiscal
Year in accordance with the 2016 Plan. Mr. Martin’s Performance Compensation Award under the 2016 Plan, payable in restricted
stock units following the end of the 2018 Fiscal Year, shall be equal to 0.75% of the Company’s net income before tax (excluding
any impairment charges) for the 2018 Fiscal Year. The settlement date for this award will be the first trading day following the
date the Company opens a trading window under the Company’s trading policy for corporate insiders (the “Company Trading
Policy”) following the 2018 Fiscal Year and the number of shares issued will be based upon the New York Stock Exchange (the
“NYSE”) closing price of the Company’s common stock on such date. The restricted stock units granted pursuant
to such award will vest in equal installments on the first, second, and third anniversaries of the settlement date. The amount
of such Performance Compensation Award shall not exceed 2,000,000 shares of restricted stock units in accordance with the 2016
Plan. The receipt of the foregoing Performance Compensation Awards is contingent on Mr. Martin being employed with the Company
at the time of payment and certification by the Compensation Committee of the amount of the award and that the applicable performance
goal has been achieved. The amount of such awards is subject to downward adjustment and other limitations in accordance with the
terms of the 2016 Plan. As with all of the executive officers, the Company reserves the right to award discretionary bonuses on
a case-by-case basis.
Colleen A. Zuhl
Ms. Zuhl’s base salary for the Company’s 2018 Fiscal
Year remains unchanged at $600,000. Ms. Zuhl’s Performance Compensation Awards under the 2016 Plan, payable in cash with
respect to each fiscal quarter of the Company’s 2018 Fiscal Year in accordance with the 2016 Plan, shall be equal to 0.21%
of the Company’s net income before tax (excluding any impairment charges) for each fiscal quarter during the Company’s
2018 Fiscal Year. The aggregate amount of such Performance Compensation Awards shall not exceed $20 million for the 2018 Fiscal
Year in accordance with the 2016 Plan. Ms. Zuhl’s Performance Compensation Award under the 2016 Plan, payable in restricted
stock units following the end of the 2018 Fiscal Year, shall be equal to 0.29% of the Company’s net income before tax (excluding
any impairment charges) for the 2018 Fiscal Year. The settlement date for this award will be the first trading day following the
date the Company opens a trading window under the Company Trading Policy following the 2018 Fiscal Year and the number of shares
issued will be based upon the NYSE closing price of the Company’s common stock on such date. The restricted stock units granted
pursuant to such award will vest in equal installments on the first, second, and third anniversaries of the settlement date. The
amount of such Performance Compensation Award shall not exceed 2,000,000 shares of restricted stock units in accordance with the
2016 Plan. The receipt of the foregoing Performance Compensation Awards is contingent on Ms. Zuhl being employed with the Company
at the time of payment and certification by the Compensation Committee of the amount of the award and that the applicable performance
goal has been achieved. The amount of such awards is subject to downward adjustment and other limitations in accordance with the
terms of the 2016 Plan. As with all of the executive officers, the Company reserves the right to award discretionary bonuses on
a case-by-case basis.
W. Todd Woelfer
Mr. Woelfer’s base salary for the Company’s 2018
Fiscal Year remains unchanged at $600,000. Mr. Woelfer’s Performance Compensation Awards under the 2016 Plan, payable in
cash with respect to each fiscal quarter of the Company’s 2018 Fiscal Year in accordance with the 2016 Plan, shall be equal
to 0.17% of the Company’s net income before tax (excluding any impairment charges) for each fiscal quarter during the Company’s
2018 Fiscal Year. The aggregate amount of such Performance Compensation Awards shall not exceed $20 million for the 2018 Fiscal
Year in accordance with the 2016 Plan. Mr. Woelfer’s Performance Compensation Award under the 2016 Plan, payable in restricted
stock units following the end of the 2018 Fiscal Year, shall be equal to 0.23% of the Company’s net income before tax (excluding
any impairment charges) for the 2018 Fiscal Year. The settlement date for this award will be the first trading day following the
date the Company opens a trading window under the Company Trading Policy following the 2018 Fiscal Year and the number of shares
issued will be based upon the NYSE closing price of the Company’s common stock on such date. The restricted stock units granted
pursuant to such award will vest in equal installments on the first, second, and third anniversaries of the settlement date. The
amount of such Performance Compensation Award shall not exceed 2,000,000 shares of restricted stock units in accordance with the
2016 Plan. The receipt of the foregoing Performance Compensation Awards is contingent on Mr. Woelfer being employed with the Company
at the time of payment and certification by the Compensation Committee of the amount of the award and that the applicable performance
goal has been achieved. The amount of such awards is subject to downward adjustment and other limitations in accordance with the
terms of the 2016 Plan. As with all of the executive officers, the Company reserves the right to award discretionary bonuses on
a case-by-case basis.
Ken D. Julian
Mr. Julian’s base salary for the Company’s 2018
Fiscal Year remains unchanged at $500,000. Mr. Julian’s Performance Compensation Awards under the 2016 Plan, payable in cash
with respect to each fiscal quarter of the Company’s 2018 Fiscal Year in accordance with the 2016 Plan, shall be equal to
0.1% of the Company’s net income before tax (excluding any impairment charges) for each fiscal quarter during the Company’s
2018 Fiscal Year. The aggregate amount of such Performance Compensation Awards shall not exceed $20 million for the 2018 Fiscal
Year in accordance with the 2016 Plan. Mr. Julian’s Performance Compensation Award under the 2016 Plan, payable in restricted
stock units following the end of the 2018 Fiscal Year, shall be equal to 0.195% of the Company’s net income before tax (excluding
any impairment charges) for the 2018 Fiscal Year. The settlement date for this award will be the first trading day following the
date the Company opens a trading window under the Company Trading Policy following the 2018 Fiscal Year and the number of shares
issued will be based upon the NYSE closing price of the Company’s common stock on such date. The restricted stock units granted
pursuant to such award will vest in equal installments on the first, second, and third anniversaries of the settlement date. The
amount of such Performance Compensation Award shall not exceed 2,000,000 shares of restricted stock units in accordance with the
2016 Plan. The receipt of the foregoing Performance Compensation Awards is contingent on Mr. Julian being employed with the Company
at the time of payment and certification by the Compensation Committee of the amount of the award and that the applicable performance
goal has been achieved. The amount of such awards is subject to downward adjustment and other limitations in accordance with the
terms of the 2016 Plan. As with all of the executive officers, the Company reserves the right to award discretionary bonuses on
a case-by-case basis.