Winnebago Industries, Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by 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 under § 240.14a-12

WINNEBAGO INDUSTRIES, INC.
(Name of Registrant as Specified in its Charter)
 
(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 previously paid with preliminary materials
Fee computed on table per Exchange Act Rules 14a-6(i)(1) and 0-11.


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Dear Fellow Shareholders,

Our performance in fiscal 2024 reflects the power of Winnebago Industries’ portfolio of premium outdoor recreation brands, the benefits of our variable cost structure and the strength of our balance sheet. Although various factors, including inflation and elevated interest rates, continued to pressure retail demand in our end markets, we remained focused on the critical elements of our value-creation strategy to maintain durable margins and resilient profitability.
Foundational to our strategy is an enterprise approach centered on collaboration among our RV and marine brands: Grand Design RV, Winnebago, Newmar, Chris-Craft, and Barletta. This approach is supported by unique centers of excellence that strengthen each brand and enable us to generate synergies across our entire portfolio. Despite the challenging economic environment, each of our segments was profitable in fiscal 2024. We achieved this through disciplined and proactive capacity utilization, and cost management.
Our variable cost structure provides production flexibility to respond to dynamic market conditions and allows us to manage cyclicality and still drive profitability and positive cash flow even in the midst of headwinds. Effective cost management helps us generate ample free cash flow to invest in innovative new products and technologies. It also allows us to employ a balanced capital allocation strategy that consistently benefits our shareholders through quarterly dividends and periodic share repurchases.
Fiscal 2024 marked another year of significant innovation for Winnebago Industries. Grand Design unveiled the Lineage Series M, its first-ever motorized RV, while our Towable RV segment responded to evolving consumer demands with a suite of high-quality, value-driven models. These included the Grand Design Reflection 100 Series, the Grand Design Influence, and the versatile Winnebago Access, all designed to deliver premium experiences at competitive prices. In our Marine segment, Barletta advanced its reputation as the fastest-growing pontoon business, winning awards for its center-mounted twin-engine pontoon boat—an industry first.
On the technology front, Winnebago launched its intelligent technology platform, Winnebago Connect™. This game-changing software proactively monitors and controls all onboard RV systems, including lighting, climate, and energy management, according to user preferences. It is the only product on the RV market that achieves this integration through a single platform. These and other technology investments provide a significant runway for profitable growth.
Growth and investment in our business fuel a virtuous cycle that allows us to enhance shareholder value. In fiscal 2024, we returned approximately $107 million to shareholders through share repurchases and dividends. In August, the Board continued to demonstrate its confidence in the future of Winnebago Industries, approving a 10% increase in our quarterly cash dividend. The Company has paid a quarterly dividend for 41 consecutive quarters and has increased the quarterly dividend in each of the past six years.
As we enter 2025, we are poised to strengthen our leadership in the RV and marine industries. Our proven strategy of cultivating strong dealer relationships and building premium, recognizable brands positions us to capture greater market share and introduce more customers to the joys of the RV and boating lifestyles. Moreover, our 2023 acquisition of Lithionics Battery continues to disrupt the mobile power sector, winning new business in the outdoor industry and across specialty vehicle applications. In addition, we remain committed to discipline in managing the business through challenging conditions, protecting the balance sheet, and positioning the business for accelerated long-term success.
On behalf of the Board of Directors, we would like to thank director Rick Moss, who is retiring from the Board as of December 17, 2024, for his service and support to Winnebago Industries. His business and financial experience has helped to make us a stronger company during his more than seven years of service on our Board.
Our 2024 proxy statement includes several items that will be voted on at our upcoming annual meeting of shareholders, which will be conducted virtually on Tuesday, December 17, 2024. We encourage you to participate and vote your shares.
Finally, on behalf of the entire Board, thank you for your continued support of Winnebago Industries. We look forward to continuing to deliver on our long-term value-creation strategy in the year ahead.

David W. Miles,
Chair of the Board of Directors

Michael J. Happe,
President and Chief Executive Officer

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Notice of Annual Meeting of Shareholders
to be held December 17, 2024


Time and Date:
Tuesday,
December 17, 2024
3:30 p.m. Central
Standard Time

Place:
The annual meeting will be held virtually.
www.virtualshareholdermeeting.com/WGO2024

Record Date:
October 22, 2024
Winnebago Industries, Inc. (Winnebago Industries or the Company) will hold its 2024 annual meeting of shareholders (Annual Meeting) on Tuesday, December 17, 2024 at 3:30 p.m. Central Standard Time. The Annual Meeting will be completely virtual. The proxy materials were either made available to you over the internet or mailed to you on or about November 5, 2024. At the Annual Meeting, shareholders will be asked to:
1.
Elect three Class I directors to hold office for a three-year term
2.
Approve, on an advisory basis, the compensation of our named executive officers
3.
Ratify the selection of Deloitte & Touche LLP as our independent registered public accountant for fiscal 2025
Only shareholders of record at the close of business on October 22, 2024 may vote at the Annual Meeting or any adjournment thereof.
By Order of the Board of Directors

Stacy L. Bogart
Senior Vice President, General Counsel, Secretary and Corporate Responsibility
Eden Prairie, MN
November 5, 2024
How to Vote

Your Vote Is Important
Please read this proxy statement and submit your vote as soon as possible. A prompt response is helpful and your cooperation is appreciated.

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Page

Proxy Statement for 2024 Annual Meeting


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Proxy Statement Summary

Time and Date:
Tuesday,
December 17, 2024
3:30 p.m.
Central Standard
Time

Place:
www.virtualshareholdermeeting.com/
WGO2024

Proxy Mailing Date:
November 5, 2024

Record Date:
October 22, 2024
Voting Roadmap
Proposals
Board Recommends Vote
See Page
1.
Elect three Class I directors to hold office for a three-year term
FOR
19
2.
Approve, on an advisory basis, the compensation of our named executive officers
FOR
65
3.
Ratify the appointment of Deloitte & Touche LLP as our independent registered public accountant for the fiscal year ending August 30, 2025
FOR
66


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Business and Strategic Overview
Enterprise Strategies


Fiscal 2024 Performance Highlights


(1)
Source: Statistical Surveys Inc. - North America, trailing twelve months as of fiscal year-end, measured in units.

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Director Nominees and Continuing Directors
Name and Primary Occupation
​Age
Director Since
Independent
Other Public
Boards
Current Committees
Sara E. Armbruster
President and Chief Executive Officer of Steelcase, Inc.
53
2019
Yes
1
Finance
Human Resources
Christopher J. Braun
Former Chief Executive Officer of Teton Buildings, LLC
64
2015
Yes
Audit
Nominating and Governance
Kevin E. Bryant
Executive Vice President and Chief Operating Officer of Evergy, Inc.
49
2021
Yes
Audit
Finance*
William C. Fisher
Former Chief Information Officer of Polaris, Inc.
70
2015
Yes
Audit
Nominating and Governance*
Michael J. Happe
President and Chief Executive Officer of Winnebago Industries
53
2016
No
1
Staci L. Kroon
Former President and Chief Executive Officer of BraunAbility
51
2023
Yes
Finance
Human Resources
David W. Miles (Chair)
Co-Founder and Managing Principal of Manchester Story Group
67
2015
Yes
John M. Murabito
Former Executive Vice President and Chief Administrative Officer of Cigna Corporation
65
2017
Yes
Human Resources*
Nominating and Governance
Jacqueline D. Woods
Chief Marketing Officer of Teradata Corporation
62
2021
Yes
Human Resources
Nominating and Governance
*
Committee Chair

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CORPORATE RESPONSIBILITY & INCLUSION
Winnebago Industries is driven by a purpose to elevate every moment outdoors. We are guided toward that purpose by three core values: to do the right thing, put people first and be the best. We are committed to building a culture of corporate and individual responsibility focused on our people, planet and community. Our materiality assessment informs our CR&I Strategy. To learn more about our materiality assessment, read our 2024 Corporate Responsibility Report at www.winnebagoind.com/our-impact.
Our CR&I efforts are centered on three priorities:
• LEARN about each other and the world we live in
• ACT on what we learn to positively impact our people and our planet
• INSPIRE others to do the same

PEOPLE  Build a shared sense of inclusion to empower our teammates and create a sense of belonging.
Developing Our People

Enhanced understanding
of Leadership Expectations
through nine events and
Leadership Speaker Series
with 1,294 attendees.
Champion of Women

RV Women’s Alliance
Society of Women Engineers
Women in Manufacturing

Employee Experience

Expanded Employee
Resource Groups to include
Mosaic, Vet Net, and WIN

Zero-Harm Safety

In our ongoing commitment
to putting people first, we
embraced the annual theme
Safer Together” across all
business units, leading to
enhanced safety metrics.
PLANET  Act as responsible environmental stewards to protect and preserve the outdoors.

Waste
Reduction

GHG Emissions
Reduction

Product
Stewardship

Water
Reduction
Goal: Achieve a Zero
Waste to Landfill target
of 90% diversion of waste
from landfills by 2030
Goal: Reduce absolute
greenhouse gas (GHG)
emissions by at least
50% by 2030
Goal: Build a Lifecycle
Assessment process to
address upstream and
downstream environmental
impacts for our product
lines by 2030
Goal: Reduce freshwater
use by 30% by 2030
COMMUNITY  Commit to doing well and doing good in the places we travel, live, work, and play.



Over $3.8 million in total
community support
(charitable donations,
employee giving,
and volunteer hours)*
$1 million+
raised by employees to
800+ community partners*
13,000+
volunteer hours logged
by 460+ employees*
*in FY24
Follow our corporate responsibility journey at www.winnebagoind.com/responsibility

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Corporate Governance Highlights
We are committed to a strong corporate governance structure that promotes long-term value for our shareholders. Our Board of Directors (Board) believes that having a mix of directors with complementary qualifications, experience and expertise strengthens its oversight ability, provides diverse perspectives, and represents the best interests of our shareholders. The following graphs reflect our Board membership following the retirement of Richard D. Moss in December 2024.

(1)
Our racially or ethnically diverse directors are Mr. Bryant and Ms. Woods, both of whom identify as African American/Black.
Corporate Governance Practices
Independent leadership
⯀ 
8 of 9 director nominees and continuing directors are independent (all except our Chief Executive Officer)
⯀ 
Independent non-employee chair
⯀ 
All Board committee members are independent
⯀ 
Executive sessions of independent directors before and/or after each regular Board meeting
Board refreshment
⯀ 
Mix of tenure and diversity of directors
⯀ 
Age limit for directors (72)
⯀ 
Annual Board and committee self-evaluations

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Other strong governance practices
⯀ 
Single class of outstanding shares with equal voting rights
⯀ 
Code of Conduct applicable to all directors, officers and employees
⯀ 
Non-employee director and executive stock ownership guidelines
⯀ 
All employees and directors prohibited from hedging and pledging Company stock
⯀ 
Maintain clawback policies applicable to our executive officers’ incentive awards
⯀ 
Routine engagement with shareholders
⯀ 
Excellent meeting attendance
⯀ 
Director overboarding policy with guidelines and limitations for service on other public company boards

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Corporate Governance
Board Leadership Structure
The Board is committed to robust corporate governance, which enhances long-term stability and value for all of our shareholders.
Our bylaws and corporate governance policy delegate to the Board the right to exercise its discretion to either separate or combine the offices of Board Chair and Chief Executive Officer (CEO). This decision is based upon the Board’s determination of what is in the best interests of the Company and our shareholders, in light of then-current and anticipated future circumstances and taking into consideration succession planning, the skills and experience of the individual(s) filling those positions, and other relevant factors.
The Board, as part of its continuing obligation to determine the appropriate role for the Chair, has concluded that at this time the Company will have an independent Chair. The Board concluded that this structure provides us with a strong governance and leadership structure that is designed to exercise independent oversight of members of our management team and key issues related to strategy and risk. Mr. David W. Miles, an independent director, has served as Chair since June 2019.
The Board recognizes that, depending on the specific characteristics and circumstances of the Company, other leadership structures might also be appropriate. We are committed to reviewing this determination on an annual basis.
Skills and Experiences
The following chart shows the specific experiences and skills the Board currently believes are important for our directors to collectively possess for effective governance of Winnebago Industries. The chart also provides a high-level summary of the important experiences and skills of each of our directors. We seek to achieve a balance of knowledge, experience and perspective on the Board to contribute to the sound governance of the Company.


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Executive Leadership
Experience Criteria: Definitions
Area of Expertise
Description ​
Public/Private
Company CEO
⯀ 
Current or recently retired public/private CEO of organization with comparable scale and complexity, preferably with a strong manufacturing base
Financial Expert
⯀ 
Strong financial acumen through experience in a senior financial leadership role (e.g., CFO, audit, treasurer, accounting), preferably public company CFO experience or as an audit partner in an accounting firm
Global Experience
⯀ 
Senior experience in a multinational business; understanding of new market entry, navigating complexities of local and regional geopolitical and cultural sensitivities
Technology Leader/
Data & Analytics
⯀ 
Leadership in businesses focused on disruption or technology-driven change leveraging innovative digital technologies and data analytics, focusing on customer experience and connectivity solutions
Mobility Ecosystem
⯀ 
Leadership within on or off-highway transportation and/or mobility ecosystem; understanding of technology-driven advancements in relevant markets
Marketing/Sales/
Branding
⯀ 
Marketing/managing a portfolio of brands with a focus on data and digital competencies; leadership in customer or user experience within a business-to-business and/or business-to-consumer environment
Strategic Transformation
⯀ 
Executive experience creating and driving enterprise-wide strategic transformation at scale including experience with development of a strategic acquisition pipeline and business integration
Operations Optimization
⯀ 
Operations optimization experience including continuous improvement, operational automation relevant to factory operations and supply chain
Human Capital Mgmt/
Compensation/DE&I
⯀ 
Senior experience in recruiting, developing and retaining a diverse workforce with a strong track record of promoting diversity, equity and inclusion and driving a high-performing culture
Channel Development
⯀ 
Experience working with independent dealers and/or complex go-to-market models including leadership in a business with significant aftermarket parts and service and omnichannel market development
Public Affairs/Stakeholder
Mgmt
⯀ 
Experience in public sector/industry associations/investor community, including venture capital and private equity (as relevant)

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Board and Shareholder Meeting Attendance; Executive Sessions
During fiscal 2024, the Board met six times. Each director who served on the Board during fiscal 2024 attended at least 75% of the meetings of the Board and the committees on which he or she served that were held during his or her tenure on the Board or relevant committee. It is the Board’s policy that directors are encouraged, but are not required, to attend the annual meeting of shareholders. All of our then-serving directors attended the 2023 annual meeting of shareholders. During the year, our independent directors held executive sessions without the CEO or other management as a routinely scheduled agenda item for every regular Board meeting.
Board Committees
The Board has established the Audit, Human Resources, Nominating and Governance, and Finance committees to assist it in discharging its responsibilities. Each committee operates under a written charter, each of which is available under “Corporate Governance” in the “Investors” section of our website at www.winnebagoind.com. The current membership of each committee and its primary responsibilities, as well as the number of meetings held by each of these committees during fiscal 2024, are described below.
Board Committees
Audit
Human Resources
Nominating and
Governance
Finance
Sara E. Armbruster
Christopher J. Braun
Kevin E. Bryant*
C
William C. Fisher
C
Michael J. Happe
Staci L. Kroon
David W. Miles (Chair)
Richard D. Moss*
C
John M. Murabito
C
Jacqueline D. Woods
C
Chair
✔ 
Member
*
Designated as an “audit committee financial expert” as that term has been defined by the SEC.

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Audit Committee1

Members
Richard D. Moss (Chair)
Christopher J. Braun
Kevin E. Bryant
William C. Fisher

Number of meetings during fiscal 2024:
5
Each year, the Audit Committee appoints the independent registered public accountant to examine our financial statements. It reviews with representatives of the independent registered public accountant the auditing arrangements and scope of the independent registered public accountant’s examination of the books, results of those audits, any non-audit services, their fees for all such services and any problems identified by and recommendations of the independent registered public accountant regarding internal controls. Others in regular attendance for part of the committee meeting typically include: the Board Chair; the CEO; the Chief Financial Officer (CFO); the Senior Vice President, General Counsel, Secretary and Corporate Responsibility; and the Corporate Controller.

The Audit Committee meets at least annually with the CFO, the internal auditors and the independent auditors in separate executive sessions. The committee is also prepared to meet privately at any time at the request of the independent registered public accountant or members of our management to review any special situation arising on any of the above subjects.
Nominating and Governance Committee

Members
William C. Fisher (Chair)
Christopher J. Braun
John M. Murabito
Jacqueline D. Woods

Number of meetings during fiscal 2024:
6
The Nominating and Governance Committee is primarily responsible for: (1) adopting policies and procedures for identifying and evaluating director nominees, including nominees recommended by shareholders; (2) identifying and evaluating individuals qualified to become Board members, considering director candidates recommended by shareholders and recommending that the Board select the director nominees for the next annual meeting of shareholders; (3) establishing a process by which shareholders and other interested parties are able to communicate with members of the Board; (4) developing and recommending to the Board a corporate governance policy applicable to the Company; (5) reviewing and approving related person transactions; and (6) overseeing the Company’s commitment to corporate responsibility matters, including ESG matters.

The Nominating and Governance Committee recommended to the Board the director-nominees proposed in this proxy statement for election by the shareholders. The committee reviews the qualifications of, and recommends to the Board, candidates to fill Board vacancies as they may occur during the year.
Finance Committee

Members
Kevin E. Bryant (Chair)
Sara E. Armbruster
Staci L. Kroon
Richard D. Moss

Number of meetings during fiscal 2024:
5
The Finance Committee is responsible for recommending to the Board financial policies, goals, and budgets that support the financial health, strategic goals, mission, and values of the Company, including the long-range financial plan of the Company, and annual capital budgets, evaluating major capital expenditures and financial transactions.

The Finance Committee has oversight of the following specific areas: strategic transactions, capitalization and debt and equity offerings, capital expenditure plans, financial review of business plans, rating agencies and investor relations, dividends, share repurchase authorizations, investment policy, debt management, tax strategies, and financial risk management.
1
All members of the Audit Committee are non-employee directors who have been determined to be “independent” under applicable listing standards of the New York Stock Exchange (NYSE).

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Human Resources Committee

Members
John M. Murabito (Chair)
Sara E. Armbruster
Staci L. Kroon
Jacqueline D. Woods

Number of meetings during fiscal 2024:
5
The Human Resources Committee is responsible for: (1) reviewing and approving corporate goals and objectives relevant to compensation of our CEO, evaluating performance and compensation of our CEO in light of such goals and objectives and establishing compensation levels for other executive officers; (2) overseeing the evaluation of our executive officers (other than the CEO) and approving the general compensation program and salary structure of such executive officers; (3) administering and approving awards under our incentive compensation and equity-based plan; (4) reviewing and approving all executive officer compensation, including any executive employment agreements, severance agreements, and change in control agreements; (5) from time to time, reviewing the list of peer group companies used for compensation purposes; (6) reviewing and approving Board retainer fees, attendance fees, and other compensation, if any, to be paid to non-employee directors; (7) reviewing and discussing with management the Compensation Discussion and Analysis section and certain other disclosures, including those relating to compensation advisors, compensation risk and the “say on pay” vote, as applicable for our Form 10-K and proxy statement; (8) preparing the committee’s annual report on executive compensation for our Form 10-K and proxy statement; and (9) overseeing policies and strategies relating to corporate culture and human capital management.

The Human Resources Committee is authorized to retain an outside compensation consultant for matters relating to executive compensation. For fiscal 2024, the committee retained Semler Brossy Consulting Group LLC (Semler Brossy) to advise on certain executive compensation-related matters, as further described in the Compensation Discussion and Analysis section of this proxy statement.
Director Independence
Under our corporate governance policy and NYSE rules, the Board must have a majority of directors who meet the standards for independence. The Board must determine, based on a review of the relevant facts and circumstances, whether each director satisfies the criteria for independence. The Board undertook an annual review of director and director nominee independence. The Board process was designed to identify any transactions and relationships between each director and director nominee or any member of his or her immediate family and the Company and its subsidiaries and affiliates known to the Company. The Board also considered whether there were any transactions or relationships between directors, director nominees or any member of their immediate family (or any entity of which a director, director nominee or an immediate family member is an executive officer, general partner or significant equity holder). Based on this review, the Board affirmatively determined that all non-employee directors are independent. Mr. Happe is the only employee director and is not independent. As part of the Board’s independence assessment and determination, the Board specifically considered that Ms. Kroon served as an executive officer of BraunAbility until April 2024, from which we purchased wheelchair lifts for our Winnebago Specialty Vehicle and Newmar businesses during fiscal 2024. Because the amount involved in these transactions was less than 1% of both the Company’s and BraunAbility’s annual revenues, and Ms. Kroon was not personally involved in these transactions and she received no particular benefit related to these transactions, the Board concluded that these transactions did not impair Ms. Kroon’s independence.

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Risk Oversight
The Board has responsibility for overseeing Winnebago Industries’ overall approach to risk management and is actively engaged in addressing the most significant risks facing the Company, including financial, technological, operational, strategic and competitive risks. The Board manages its risk oversight function both as a full Board and through delegation to Board committees, which meet regularly and report back to the Board. The Board and these committees receive information used in fulfilling their oversight responsibilities through our executive officers and other advisors, including our legal counsel, our independent registered public accounting firm, our consulting firm for internal controls over financial reporting, and the compensation consultants we engage from time to time.
Following committee meetings, the Board receives reports by each committee chair regarding the committee’s considerations and actions. In this way, the Board also receives additional information regarding the risk oversight functions performed by each of the Board committees.

Board Refreshment
The Nominating and Governance Committee is responsible for identifying individuals qualified to become Board members and making recommendations on director nominees to the Board. The committee considers potential new candidates that may be proposed by current directors, management, professional search firms, and

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shareholders. The committee retains third-party search firms from time to time to assist in identifying potential Board members who have expertise and experience that would complement the current Board.
The Nominating and Governance Committee considers the then-current composition of the Board, the operating requirements of the Company and the long-term interests of all shareholders in its assessment of potential director candidates. The committee seeks directors who have the skills and experience to guide management in the operation of the Company’s business given the then-current and anticipated future needs of the Board and the Company while maintaining a balance of perspectives, qualifications, qualities and skills on the Board. The Board does not have a specific diversity policy but understands and fully appreciates the value of diversity and inclusion and has added three independent, diverse directors to the Board since 2021.
To promote Board refreshment and effectiveness, the Board and its committees engage in an annual self-assessment process. The Nominating and Governance Committee leads the Board’s annual self-evaluation to assess the performance of the Board and its committees. The assessment focuses on the Board’s contribution to the Company and specifically focuses on areas where the Board or management believes that the Board could improve.
Board Commitments
To ensure that each director does not have other board commitments that would impair a director’s ability to fulfill his or her duties on the Board, the Board has adopted limitations on the number of public company boards on which a director may serve. Any director who serves as an executive officer of a public company may serve on one other public company board of directors approved by the Board, and any director who does not serve in such capacity may serve on the board of directors of up to three other public companies. No director may join another board of directors without first obtaining approval from the Board Chair.
Code of Conduct and Corporate Governance Documents
We have adopted a Code of Conduct applicable to all of our directors, officers, employees and business partners. A copy of the Code of Conduct is available on our website. Our human rights policy, which applies to all of our directors, officers, employees and business partners, describes our commitment to upholding and promoting fundamental human rights, including with respect to maintaining a safe and healthy workplace, a respectful work environment, diversity and inclusion, and fair labor practices. Our Code of Conduct, human rights policy, committee charters, supplier code of conduct, and other governance documents are available under “Corporate Governance” in the “Investors” section of our website at www.winnebagoind.com. This website and the materials available through it are not incorporated by reference into this proxy statement.
Policy on Transactions with Related Persons
We have adopted a written policy for review of transactions involving more than $120,000 in any calendar year in which Winnebago Industries is a participant and in which any executive officer, director, director nominee, greater than 5% shareholder or any immediate family member of any of these persons has a direct or indirect material interest. Our Nominating and Governance Committee must review and approve any such transaction before it is entered into, except that the Human Resources Committee reviews and approves the compensation of any employee who is an immediate family member of a director or executive officer and whose compensation exceeds $120,000. If advance approval by the Nominating and Governance Committee is not possible, then the related-party transaction will be considered and, if the committee determines it to be appropriate, ratified by the committee.
In determining whether to approve or ratify any potential related-party transaction, the Nominating and Governance Committee considers the relevant facts and circumstances, including (if applicable) but not limited to: whether the transaction is on terms no less favorable to the Company than terms generally available to unrelated parties and the extent of the related person’s interest in the transaction. No director may participate in any review, approval, or ratification of any transaction if the director, or the director’s immediate family member, has a direct or indirect material interest in the transaction. The committee will not approve any related person transaction that is inconsistent with the interests of the Company and its shareholders.

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During fiscal 2024, the only related party transaction involved Donald Clark, one of our executive officers. Mr. Clark has a 20% ownership interest in Three Oaks, LLC (Three Oaks), an entity which owns certain land and buildings that Grand Design RV, LLC (Grand Design) leases in order to operate its business. Grand Design paid $1,800,000 to Three Oaks under its lease with Three Oaks, which was entered into on October 2, 2016 and most recently amended on March 12, 2024. The transaction, including the amendment, with Three Oaks was approved by the Nominating and Governance Committee.
Communications with Directors
Shareholders and other interested parties seeking to communicate with our directors or a particular director may write to: Winnebago Industries, Inc., Attn: Senior Vice President, General Counsel, Secretary and Corporate Responsibility, 13200 Pioneer Trail, Eden Prairie, MN 55347 or email: SLBogart@winnebagoind.com. All communications received from shareholders and other interested parties will be reviewed by the Senior Vice President, General Counsel, Secretary and Corporate Responsibility, or such other person designated by all non-employee directors of the Board, and if they are relevant and appropriate, they will be forwarded to the Board Chair or applicable Board member or members as soon as reasonably practicable.
Insider Trading Policy; Anti-Hedging and Anti-Pledging Policy
The Company’s insider trading policy prohibits the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information (as defined in the policy) in securities trading. The policy applies to the Company’s directors, officers and employees, as well as certain of their family members and related parties. The policy prohibits covered persons from engaging in transactions in the Company’s securities when aware of material nonpublic information, and also prohibits “tipping” such information. Additionally, our insider trading policy prohibits employees and directors from engaging in transactions intended to hedge or offset the market value of any Winnebago Industries securities owned by them. This policy also prohibits employees and directors from holding Winnebago Industries securities in a margin account or otherwise pledging Winnebago Industries securities as collateral for a loan. Under the policy, certain persons are subject to trading windows and pre-clearance requirements. The policy also requires the Company to comply with securities laws when transacting in its own securities.

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Proposal 1 – Election of Directors
Our bylaws provide that our Board is comprised of between three and fifteen directors. The number of directors currently on the Board is ten. Mr. Richard D. Moss will retire from the Board effective as of the Annual Meeting and, accordingly, the Board has set the number of directors that will constitute the Board at nine, effective as of the Annual Meeting. The Board adopted a majority voting policy for the election of directors in uncontested elections. Under this policy, in any uncontested election of directors, if any nominee receives less than a majority of the votes cast for the nominee, that nominee will still be elected, but must tender his or her resignation to the full Board for consideration at the next regularly scheduled meeting of the Board. The Board will only not accept the tendered resignation for, in its judgment, a compelling reason. If the Board, with the affected director not participating, does not accept the resignation at the regularly scheduled meeting following the election, then the nominee will be considered elected and may serve out the term to which he or she was elected. In any contested election of directors where the number of nominees exceeds the number of available positions, strict plurality voting will apply.
Based on the recommendation of the Nominating and Governance Committee, our Board has nominated Mr. Christopher J. Braun, Mr. David W. Miles and Ms. Jacqueline D. Woods for election to serve as Class I directors for three-year terms expiring at the annual meeting of shareholders following fiscal 2027.
​​​THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES.
  

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Director Nominees — Class I (Term Ending 2027)



Christopher J. Braun

Age 64
Director since 2015

Committees:
Audit
Nominating and Governance ​
Skills and Qualifications:
Global Experience
Operations Optimization
Channel Development
Christopher J. Braun has over 30 years of leadership experience encompassing manufacturing, finance and sales. Most recently, he was self-employed as a management consultant from 2014 through February 2020. He founded Teton Buildings in 2008 and held the position of CEO through 2013. His previous experience includes CEO of Teton Homes, Executive Vice President – RV Group at Fleetwood Enterprises and various senior management positions within PACCAR Inc., a manufacturer of Kenworth and Peterbilt trucks. As a recognized leader in the RV industry, Mr. Braun provides keen insights to the Board. His prior experience in the RV industry, combined with his vast manufacturing background and his role as a former CEO make him well-positioned to critically and thoughtfully review and guide the Company’s strategy.




David W. Miles

Age 67
Director since 2015

Chair of the Board
Skills and Qualifications:
Public/Private Company CEO
Technology Leader/Data & Analytics
Strategic Transformation
Public Affairs/Stakeholder Management
David W. Miles, a financial adviser, entrepreneur and investor, was elected as Chair of the Board in June 2019. Mr. Miles is co-founder and Managing Principal of ManchesterStory Group, an early stage venture capital firm, and founder and manager of The Miles Group, LLC, which makes direct and indirect private equity investments. He is also a director and chair of the Audit Committee of Northwest Financial Corporation. Until the company’s sale in March 2020, Mr. Miles was the principal owner of Miles Capital, Inc., an institutional asset management firm serving insurance companies, public bodies, foundations and endowments, and high net worth investors, where he worked for over 23 years. Mr. Miles served as Executive Vice President, Principal Mutual Funds, and Executive Vice President, AMCORE Financial, Inc., where he was responsible for asset management, trust, private banking, brokerage, employee benefits and insurance services. During his career, Mr. Miles has served as a director or officer of more than 60 public mutual funds with total assets exceeding $30 billion. Mr. Miles brings legal and investment transaction experience to the Board and holds a J.D. from Harvard Law School. He also brings significant expertise in financial reporting and capital allocation strategy.

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Jacqueline D. Woods

Age 62
Director since 2021

Committees:
Human Resources
Nominating and Governance
Skills and Qualifications:
Global Experience
Technology Leader/Data & Analytics
Marketing/Sales/Branding
Jacqueline D. Woods is the Chief Marketing Officer at Teradata Corporation, a multi-cloud data platform for enterprise analytics, where she oversees strategic marketing planning and delivery, digital and social properties, and customer experience enrichment. Ms. Woods joined Teradata from NielsenIQ, an industry leader in global measurement and data analytics, where she was the Chief Marketing and Communications Officer from 2019 to 2021. Prior to joining NielsenIQ, Ms. Woods held Chief Marketing Officer roles at IBM, a global technology company, from 2010 to 2019 and also held roles of increasing responsibility at Oracle Corporation, a computer software company, for 10 years, helping lead the company’s e-business standardization. Ms. Woods serves on the Board of Trustees for Community Reinvestment Fund USA, a not-for-profit organization dedicated to improving communities through innovative financial solutions. She also serves on board of the Greater Fairfield County Foundation, Inc., a not-for-profit organization helping under-served communities in southern Connecticut, and Avaya Holdings Corporation, a privately held multinational technology company providing workstream collaboration services. Ms. Woods brings deep expertise in all aspects of marketing, branding, pricing, customer insights and strategy.

Directors Continuing in Office — Class II (Term Ending 2025)



Kevin E. Bryant

Age 49
Director since 2021

Committees:
Audit
Finance (Chair)
Skills and Qualifications:
Financial Expert
Strategic Transformation
Operations Optimization
Kevin E. Bryant is Executive Vice President and Chief Operating Officer of Evergy, Inc., an electric utility company, a position he has held since June 2018. In this role, Mr. Bryant has management responsibility for utility operations, including generation operations and generation services, transmission operations, transmission and delivery services, distribution operations, resource planning, safety and training. Since joining Evergy in 2003, Mr. Bryant has held several positions that have drawn on his strategic insight and finance and marketing experience. Prior to his current position, Mr. Bryant served as Vice President of Investor Relations and Treasurer, Vice President of Strategic Planning and President of KLT Inc., a subsidiary of Evergy. He was named Executive Vice President Finance & Strategy and Chief Financial Officer in 2015. Before joining Evergy, Mr. Bryant held roles at THQ, Inc., UBS Group AG and Hallmark Cards, Inc. Mr. Bryant also serves on the members committee of the Southwest Power Pool and on the board of directors of the National Association of Corporate Directors, Midwest Chapter. Mr. Bryant brings financial, operational, business development and energy platform expertise to the Company.


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John M. Murabito

Age 65
Director since 2017

Committees:
Human Resources (Chair)
Nominating and Governance ​
Skills and Qualifications:
Global Experience
Strategic Transformation
Human Capital Management/Compensation/DE&I
John M. Murabito most recently served as Executive Vice President at Cigna Corporation, a global healthcare services company, from 2003 until his retirement in April 2022. Mr. Murabito joined Cigna as its Chief Human Resources Officer and served in that role for 18 years before becoming Chief Administrative Officer in 2021. In that role, he had oversight of human resources, enterprise marketing, security and aviation, diversity, equity & inclusion, civic affairs, and the Cigna Foundation, of which he was the president. Earlier in his career, he served as Senior Vice President of Human Resources and Corporate Services at the Monsanto Company. His background includes over 40 years of extensive related experience with the Frito-Lay division of PepsiCo, Symbion, Inc., and The Trane Company. Mr. Murabito is a Fellow of the National Academy of Human Resources and served as Chair of the Board for many years. He is a former Trustee and Board Chair for his alma mater, Augustana College. Mr. Murabito brings strong executive business leadership and talent management expertise to our Board as a former senior executive of a Fortune 20 public company. He provides valuable insights on human capital, executive compensation, leadership development and succession planning to the Board.
Directors Continuing in Office — Class III (Term Ending 2026)



Sara E. Armbruster

Age 53
Director since 2019

Committees:
Finance
Human Resources
Skills and Qualifications:
Public/Private Company CEO
Global Experience
Strategic Transformation
Sara E. Armbruster is President and Chief Executive Officer of Steelcase Inc., a global office furniture manufacturer, a position she has held since October 2021. Ms. Armbruster also serves on the board of directors of Steelcase. Ms. Armbruster has held several leadership positions since joining Steelcase in 2007 as Vice President of Corporate Strategy, including as Vice President, Strategy, Research and Digital Transformation and Executive Vice President. In her roles, Ms. Armbruster oversaw Steelcase’s technology efforts and was responsible for advancing the embrace of digital technologies and for digital transformation of Steelcase. Ms. Armbruster also has had responsibility for a range of innovation activities, including global design research, the design and implementation of new business models, and the development of external growth opportunities, including acquisitions and partnerships. Before joining Steelcase, Ms. Armbruster was Vice President of Business Development at Banta Corporation, a contract printing company. Ms. Armbruster brings substantial experience in strategy, innovation, information technology, and digital transformation to our Board. As a senior executive of a public company with primary responsibility in these areas, she provides valuable strategic insights and expertise with respect to growth opportunities for the Company and areas of critical business innovation.

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William C. Fisher

Age 70
Director since 2015

Committees:
Audit
Nominating and Governance (Chair)
Skills and Qualifications:
Operations Optimization
Mobility Ecosystem
Global Experience
Technology Leader/Data & Analytics
Channel Development
William C. Fisher was the Chief Information Officer of Polaris Industries Inc., a manufacturer of power sports products, from 1999 until his retirement in 2015. During his tenure at Polaris, he also served as the General Manager of Service from 2005 until 2014 overseeing all technical, dealer, and consumer service operations. Prior to joining Polaris, Mr. Fisher was employed by MTS Systems for 15 years in various positions in information services, software engineering (applications and embedded control systems), factory automation, vehicle testing, and general management. Before that time, Mr. Fisher worked as a civil engineer for Anderson-Nichols and he later joined Autocon Industries, where he developed process control software. Mr. Fisher’s experience as Chief Information Officer at Polaris has provided substantial experience with information technology and cybersecurity issues. His experience as an engineer and in executive positions in service and consumer service operations provides valuable insight for our customer service function as well as relationships with channel partners. His familiarity with highly discretionary consumer products is a key asset as we focus on improved service and operational efficiency.



Michael J. Happe

Age 53
Director since 2016
Skills and Qualifications:
Public/Private Company CEO
Strategic Transformation
Marketing/Sales/Branding
Global Experience
Channel Development
Michael J. Happe joined Winnebago Industries in January 2016, as the President, Chief Executive Officer and a director. Mr. Happe has led a transformation of the Company into an outdoor recreation/lifestyle enterprise. Under his leadership, Winnebago Industries has grown both organically and inorganically, completed five acquisitions, including Grand Design RV, Chris-Craft, Newmar, Barletta Boats, and Lithionics Battery, and expanded its industry and geographic footprint. Winnebago Industries’ net sales, net income, RV and marine market share, and total shareholder returns have all grown significantly under Mr. Happe’s leadership, as has the Company’s commitment to corporate responsibility. In 2023, Mr. Happe was named the Ernst & Young National Entrepreneur of the Year for the United States. He worked previously at The Toro Company, a global manufacturer of turf and landscape maintenance and development solutions, where he most recently served as an Executive Officer and Group Vice President of Toro’s Residential and Contractor business until 2015. A 19-year veteran of The Toro Company, Mr. Happe held a series of senior leadership positions throughout his career across a variety of the company’s domestic and international divisions. Mr. Happe also serves as a director for H.B. Fuller Company. His knowledge of all aspects of the Winnebago Industries business positions him well to serve on the Board. Mr. Happe’s extensive experience and positions rising in complexity and breadth at Toro, including global business affairs, as well as his director position at H.B. Fuller, brings further expertise in corporate leadership and development and execution of profitable business growth strategy.

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Staci L. Kroon

Age 51
Director since 2023

Committees:
Finance
Human Resources ​
Skills and Qualifications:
Public/Private Company CEO
Mobility Ecosystem
Operations Optimization
Staci L. Kroon most recently served as President and Chief Executive Officer of BraunAbility, a global manufacturer of mobility vehicles and other mobility solutions, from 2017 until April 2024. Ms. Kroon also served as a director of BraunAbility during that period of time. In her role at BraunAbility, she focused on growth through mobility innovation and cultivating a purpose-driven culture. During her tenure at BraunAbility, Ms. Kroon diversified the company’s business model, completing six acquisitions and a majority stake joint venture. Before joining BraunAbility, Ms. Kroon spent 20 years at Eaton Corporation, a global power management company, holding several roles with increasing scope and complexity in operations, business development and general management before being named Executive Vice President of Eaton Business System in September 2015. Ms. Kroon brings substantial experience in operational excellence, strategic growth, and product innovation.

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Director Compensation
The Board approves non-employee director compensation based on recommendations of the Human Resources Committee. The Human Resources Committee has engaged Semler Brossy to analyze the total compensation paid to the Board. Semler Brossy assisted the committee in reviewing the market data and made recommendations regarding the types and amounts of compensation we pay our non-employee directors. Based on the committee’s review of our director compensation program with Semler Brossy, the committee recommended and the Board approved, an increase to the annual Board Chair cash retainer, effective September 1, 2024.
Employee directors receive no additional compensation for serving on the Board or its committees. Non-employee directors receive the following for their service on the Board:
Compensation Element
Fiscal 2024
Annual Board Cash Retainer
$ 90,000
 • 
Payable in quarterly installments in arrears
Annual Board/New Board Member Equity Retainer
$150,000
 • 
Granted in the form of restricted stock units for the upcoming year
Annual Board Chair Cash Retainer
$125,000(1)
 • 
Payable in quarterly installments in arrears
Annual Committee Chair Cash Retainer
Audit Committee
$ 20,000
 • 
Payable in quarterly installments in arrears
Other Committees
$ 15,000
(1)
Increased to $150,000 effective September 1, 2024 as described above.
Director equity awards are granted prospectively for the upcoming year. This means that any new directors will receive a prorated award at the next regularly scheduled Board meeting, if the next regularly scheduled Board meeting is not the meeting at which annual awards are granted. Directors who joined the Board before we began prospectively granting equity awards will receive an award of the annual grant prior to separation of service from the Board that provides for accelerated vesting of the award upon retirement from the Board at the conclusion of his or her term.

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Use of Winnebago Industries Products
We encourage each of our independent directors to use our recreational vehicles and boats on a periodic and temporary basis at no charge to gain a first-hand understanding of the outdoor lifestyle experienced by our customers and to provide our directors with the opportunity to evaluate product design and efficiency.
Director Compensation Table
The following table sets forth the total compensation paid to each non-employee director for fiscal 2024, other than reimbursement for travel expenses:
Director
Fees Earned
or Paid in
Cash(1)(2)
($)
Stock
Awards(3)
($)
All
Other
Compensation(4)(5)
($)
Total
($)
Sara E. Armbruster
90,000
150,000
51,155
291,155
Christopher J. Braun
90,000
150,000
240,000
Kevin E. Bryant
105,000
150,000
255,000
William C. Fisher
105,000
150,000
255,000
Staci L. Kroon
82,500
150,000
​232,500
David W. Miles
215,000
150,000
365,000
Richard D. Moss
110,000
150,000
260,000
John M. Murabito
105,000
150,000
255,000
Jacqueline D. Woods
90,000
150,000
240,000
(1)
Our directors may elect to receive retainer fees in cash or may defer their retainer fees into the Directors’ Deferred Plan.
(2)
During fiscal 2024, the Board Chair received an additional $125,000 per year, the Audit Committee Chair received an additional $20,000 annual retainer, and the Chairs of the other Board committees received an additional $15,000 annual retainer, each of which are reflected in these figures.
(3)
These awards are valued at $58.68 per share, the closing stock price on October 10, 2023, the date of the restricted stock unit grant, except for Ms. Kroon’s award, which is valued at $58.47, the closing stock price on October 11, 2023, the date of her restricted stock unit grant.
(4)
The amount in this column for Ms. Armbruster represents a reimbursement by the Company in 2024 for taxes owed by her pursuant to Section 409A of the Internal Revenue Code. This reimbursement was intended to make Ms. Armbruster whole for the tax effects under Internal Revenue Code Section 409A caused by an inadvertent administrative error that resulted in the Company’s late settlement of shares of the Company’s common stock pursuant to an equity award previously granted to Ms. Armbruster.
(5)
None of the directors received perquisites and other personal benefits in an aggregate amount of $10,000 or more.

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Non-Employee Director Equity Awards Outstanding as of August 31, 2024
As of August 31, 2024, our non-employee directors held the restricted stock awards and stock units set forth below. The stock units in the right column were granted under the Directors’ Deferred Plan described below.
Director
Restricted
Stock Awards /
Units
Deferred
Stock
Units
Sara E. Armbruster
10,038
Christopher J. Braun
19,142
Kevin E. Bryant
7,007
William C. Fisher
23,719
6,327
Staci L. Kroon
2,565
David W. Miles
19,142
​9,345
Richard D. Moss
16,542
John M. Murabito
16,542
Jacqueline D. Woods
8,510
​2,889
Director Ownership Guidelines
Our corporate governance policy requires us to maintain guidelines encouraging non-employee director stock ownership. Our current guidelines require non-employee directors to hold common stock, stock units or other equity equivalents having a market value of at least 500% of their annual cash retainer of $90,000 (as well as any additional cash retainer amounts earned relating to his or her chair positions), and that they attain this level of stock ownership within five years of becoming a director. Based on the holdings noted above, all non-employee directors have met this goal, or are on track to meet this goal, within the prescribed five-year time frame.
Directors’ Deferred Compensation Plan
We maintain the Winnebago Industries, Inc. Directors’ Deferred Compensation Plan (the Directors’ Deferred Plan) for all non-employee directors. A non-employee director can defer 50% or 100% of the retainer and fee payments that would otherwise be paid to him or her in cash and can defer taxes on such compensation.
A participant may elect to apply his or her annual cash retainer amounts to either, but not both, money credits or Winnebago stock units.
Money credits are units credited in the form of dollars to a participant’s account established by the Company. The money credits accrue interest from the credit date. Presently, the interest rate to be applied to money credits is the 30-year Treasury bond yield as of the first business day of the plan year.
Winnebago Industries stock units are credited in the form of the Company’s common stock. The shares of our common stock issued in connection with our Directors’ Deferred Plan consist of our treasury shares and like all of our common stock, generally, will accrue dividends, if any, paid by us on our common stock. Winnebago Industries stock units will be recorded in a participant’s account based on the closing price of a share of our common stock on the NYSE on the date upon which the account is credited.
A participant will generally receive payment of his or her Directors’ Deferred Plan account (either in a lump sum payment or annual installments, as elected by the participant) at the earlier of a “change in control” of the Company, as defined in the Directors’ Deferred Plan, termination of service as a director, or, if elected by the participant, at the time elected by the participant; provided that a participant will receive a lump-sum distribution of his or her account within 30 days following his or her termination of service as a director after such change in control.
The Winnebago Industries stock units credited to a participant’s account are included in the “Security Ownership of Certain Beneficial Owners and Management” table in this proxy statement.

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Director Annual Equity Grants
The fiscal 2024 equity awards granted in October 2023 were made pursuant to the Winnebago Industries, Inc. 2019 Omnibus Incentive Plan, which limits the aggregate grant date fair value of all equity awards to a non-employee director during a calendar year to not more than $400,000, excluding awards granted at a director’s request in lieu of cash retainers or other fees payable in cash.
Beginning with the fiscal 2019 annual equity awards, we began to grant restricted stock units rather than restricted stock to our non-employee directors. Each director equity award, awarded in the form of restricted stock units, will vest approximately one year from the date of the applicable grant, provided that participants are restricted from selling, pledging or transferring the common stock underlying the vested restricted stock units until the date the participant separates from service on the Board. If a participant terminates his or her service as a director prior to the vesting of the underlying restricted stock unit award, the award will be forfeited by the director, except as follows: (i) in the event of the director’s death or disability prior to vesting, all unvested restricted stock units will vest as of the termination date and (ii) in the event of a change in control while the director is serving on the Board, all unvested restricted stock units will vest on the date of termination. Directors may also elect to defer settlement of their vested restricted stock units until the director’s service to the Company terminates or, if earlier, upon a change in control.

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Compensation Discussion and Analysis
The following Compensation Discussion and Analysis describes the material elements of our executive compensation program. Throughout this discussion, we refer to named executive officers (NEOs). The following individuals are our NEOs for fiscal 2024:
Name
Position
Michael J. Happe
Chief Executive Officer and President
Bryan L. Hughes
Chief Financial Officer; Senior Vice President, Finance, Investor Relations, and Business Development(1)
Donald J. Clark
Group President - Towable RV Segment; President, Grand Design RV (2)
Casey J. Tubman
President, Newmar
Huw S. Bower
Former President, Winnebago Outdoors(3)
(1)
Mr. Hughes was named to this position effective as of November 1, 2024 and was previously Chief Financial Officer, Senior Vice President, Finance, Investor Relations, and Information Technology.
(2)
Mr. Clark was named to this position effective as of November 1, 2024 and was previously President, Grand Design.
(3)
Mr. Bower’s employment was involuntarily terminated without cause on August 31, 2024.
Executive Summary
Executive Compensation Philosophy and Program Objectives
The Human Resources Committee (referred to in this Compensation Discussion and Analysis section of this proxy statement as the “committee”) believes that the most effective compensation program is one that is designed to pay for performance. Towards this end, we strive to reward the achievement of our specific annual, long-term and strategic goals and align executives’ interests with those of our shareholders, with the ultimate objective of improving shareholder value. The committee evaluates both performance and compensation to ensure that we maintain our ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to our peer group. The committee believes executive compensation packages provided to our executives, including the NEOs, should include both cash and stock-based compensation that reward performance as measured against established goals.
The committee has worked with management and its independent compensation consultant, Semler Brossy, to design the current executive compensation programs, following the belief that compensation should reflect the value created for our shareholders while furthering our strategic goals. In doing so, we instituted our compensation programs to achieve the following goals:
Align the interests of management with those of our shareholders
Provide fair and competitive compensation
Integrate compensation with our business plans
Reward both business and individual performance
Attract and retain key executives critical to our success
These objectives emphasize pay for performance by providing an incentive opportunity for performance that meets or exceeds Company objectives.

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Fiscal 2024 Performance Results
​The Company’s financial results tied to annual incentive compensation measures for fiscal 2024 are set forth below.

Incentive Plan
Performance
Annual(1)
Long-Term(2)
1-year
3-year(3)
Net Revenue ($ in thousands)
$2,973,490
N/A
Operating Income ($ in thousands)
$ 100,174
N/A
Net Working Capital
19.9%
N/A
​Average Return on Invested Capital (Incentive ROIC)(4)
N/A
4.9%
​Incentive Earnings Per Share (Incentive EPS)(4)
N/A
$3.38
(1)
The annual Officers Incentive Compensation Plan metrics and performance for each of our named executive officers are described in detail under the “Fiscal 2024 OICP” section of this proxy statement.
(2)
The 2022-2024 LTIP plan metrics consist of 50% Incentive ROIC and 50% Incentive EPS.
(3)
Relates to the fiscal 2022-2024 performance period of the 2022-2024 LTIP plan. The full details of the plan and performance are outlined in the “Payout of the Fiscal 2022-2024 LTIP Cycle” section of this proxy statement.
(4)
When determining the level of actual performance for the fiscal 2022-2024 three-year performance period of the Long-Term Incentive Program (LTIP), the committee excluded the impact of certain events impacting comparability, consistent with our defined methodology. The Incentive ROIC metric was adjusted from ROIC to exclude the following: (i) pretax acquisition-related costs, (ii) pretax amortization, and (iii) the tax impact of the aforementioned adjustments, as applicable. The Incentive EPS metric was adjusted from diluted EPS to exclude the following: (i) pretax acquisition-related costs, (ii) pretax earnout valuation adjustments, (iii) pretax amortization, (iv) pretax change in fair value of notes receivable and other investments, (v) loss on repurchase of convertible notes, (vi) the impact of Chris-Craft goodwill impairment, and (vii) the tax impact of the aforementioned adjustments, as applicable.

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Impact of Performance on Fiscal 2024 Compensation
The compensation program for our NEOs in fiscal 2024 was directly impacted by our financial performance and total shareholder returns:
Performance Objective
Link to 2024 Compensation
Financial
For Messrs. Happe and Hughes, 75% of the 2024 annual incentive award was based on achieving targeted levels of net revenue (40%), operating income (50%), and net working capital (10%) at the enterprise level. For Mr. Bower, 75% of the 2024 annual incentive award was based on achieving targeted levels of net revenue (30%), operating income (50%), and net working capital (20%) at the Winnebago Outdoor business unit level. For Mr. Tubman, 75% of the 2024 annual incentive award was based on achieving targeted levels of net revenue (40%), operating income (50%), and net working capital (10%) at the Newmar business unit level. The other 25% was tied to individual metrics aligned with goals deemed important to advancing business objectives.
Pursuant to the terms of his employment agreement, Mr. Clark’s incentive compensation is 90% dependent on pretax net income of the Grand Design business and 10% dependent on Grand Design’s performance against an operating target set by the Company.
Payout for the fiscal 2022-2024 LTIP awards was tied 50% to our Incentive ROIC and 50% to our Incentive EPS.
Total Shareholder Returns
With the exception of Mr. Clark, 66% of our NEO compensation on average was delivered in the form of Company equity awards (77% in the case of our CEO).
15% of the annual equity grants made in fiscal 2024 to all NEOs, excluding Mr. Clark, were in the form of stock options, which only have value to the executive if the value of the Company grows for our shareholders.
Based on our performance as measured against predefined goals, the 2022-2024 LTIP paid out at 49.7% of target, and the fiscal 2024 Officers Incentive Compensation Plan (OICP) paid out as follows for all NEOs, except for Messrs. Bower and Clark: 14.5% of target for Messrs. Happe and Hughes, and 119.5% for Mr. Tubman. Mr. Bower’s employment was involuntarily terminated without cause on August 31, 2024 and he did not receive a payout under the 2022-2024 LTIP or OICP.
Mr. Clark received a cash incentive award of $4,732,606 for fiscal 2024. This incentive was paid in four quarterly installments with respect to fiscal 2024.
Other Pay and Governance Practices
The Company has adopted the following key programs, policies and practices to respond to best governance practices in executive compensation and enhance the alignment of our executive compensation programs and shareholder interests:
What we do
What we don’t do
✔ 
Tie the majority of target total compensation to performance
✔ 
Provide appropriate mix of pay to reward Company, line of business, and individual performance
✔ 
Align executive interests with the interests of the shareholders through equity-based awards
✔ 
Maintain clawback policies, applicable to our executive officers’ incentive awards, which provide for the recoupment of incentive compensation payouts following certain financial restatements or in the event of certain misconduct
✔ 
Align our performance goals and measures with our strategy and operating plan
✔ 
Maintain meaningful executive and director stock ownership guidelines
✔ 
Conduct annual “say-on-pay” advisory votes
✔ 
Use an outside, independent third-party advisor to provide objective compensation advice
✘ 
Provide excessive severance benefits to our executive officers
✘ 
Provide excise tax gross-ups upon change in control
✘ 
Grant equity awards subject to automatic acceleration of vesting (i.e., single-trigger) upon change in control
✘ 
Allow for hedging, pledging or speculative trading of Company securities by executives or directors
✘ 
Reprice options without shareholder approval
✘ 
Provide significant perquisites

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Advisory Vote on Executive Compensation
At our 2023 annual meeting of shareholders, our shareholders voted to approve on an advisory basis the compensation of our NEOs. 94.4% of the votes cast with respect to this proposal were cast for approval of our NEOs’ compensation. The committee determined that our current executive compensation philosophy and compensation elements continued to be appropriate. We conduct regular investor outreach in the form of investor calls, attendance at investor conferences, execution of non-deal roadshows, and hosting of quarterly earnings calls with open Q&A. We continue to evaluate and refine our compensation programs on a regular basis and view the advisory vote as a helpful gauge of our compensation design.
Elements of Fiscal 2024 Compensation
The table below lays out the fiscal 2024 compensation elements for all NEOs, other than Mr. Clark.
 
Element
Mechanics
Rationale
Paid in Cash​
Salary
Weekly payments
Values correspond to experience and job scope
Provides competitive fixed pay to attract employees
Officers Incentive Compensation Plan (OICP)
Annual payout tied to performance against pre-determined metrics and goals across a one-year performance period (40%) and each of the first and last six months of fiscal 2024 (30% each)
For fiscal 2024, the metrics for Messrs. Happe, Hughes and Tubman included:
• 
75% financial objectives (enterprise level for Messrs. Happe and Hughes and business level for Mr. Tubman)
   40% Net Revenue
   50% Operating Income
   10% Net Working Capital
• 25% Individual Objectives
For fiscal 2024, the metrics for Mr. Bower included:
• 
75% financial objectives (business unit level)
   30% Net Revenue
   50% Operating Income
   20% Net Working Capital
• 25% Individual Objectives
Payouts range from 0%-200% of a pre-determined target value
Incentivizes achievement of key annual objectives at an enterprise-wide or individual business unit level, driving progress towards achievement of long-term initiatives

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Element
Mechanics
Rationale
Paid in Equity
Performance Share Units / Long-Term Incentive Program (LTIP) – Annual
50% of all annual equity awards
For the fiscal 2024-2026 performance period, payouts are tied to performance against pre-determined goals across a three-year performance period
The metrics consist of:
• 50% Incentive ROIC
• 50% Incentive EPS
Payouts range from 0%-200% of a pre-determined target value
Rewards for achievement of specific long-term financial objectives
Aligns NEOs’ interest with long-term shareholder value creation
Stock Options – Annual
15% of all annual equity awards
Stock options can be exercised over 10 years and vest over three years in equal installments
Aligns NEOs’ interest with long-term shareholder value creation as measured by appreciation in stock price from the date of grant
Restricted Stock Units – Annual
35% of all annual equity awards
Restricted stock units vest over three years in equal installments
Aligns NEOs’ interest with long-term shareholder value creation
Encourages executive retention
In connection with our acquisition of Grand Design, we entered into an employment agreement with Mr. Clark in November 2016, which was most recently amended on October 17, 2023 to extend Mr. Clark’s employment through August 31, 2028. Under the current agreement, Mr. Clark is (i) paid an annual base salary of $500,000 and (ii) eligible to receive an incentive bonus pursuant to the pre-existing Grand Design Management Incentive Plan (the Grand Design MIP). Payment under the Grand Design MIP is 90% dependent on pretax net income performance of the Grand Design business and 10% dependent on Grand Design’s performance against an operating target set by the Company. Any incentive bonus earned under the Grand Design MIP is payable 100% in cash. Mr. Clark is not eligible to participate in any other Winnebago Industries cash or stock incentive program.
Performance-based Pay Mix
Consistent with the committee’s commitment to a strong, positive link among our business objectives, our performance and our executive compensation practices, we have placed a significant emphasis on pay “at risk,” based on the achievement of established business objectives and shareholder value creation. In fiscal 2024, 86% of our CEO’s total target compensation and 71% of the average total target compensation of our other NEOs was performance-based pay, including annual incentive compensation and annual equity grants, with a significant emphasis on long-term performance and shareholder value creation. The following charts illustrate the components of our CEO’s fiscal 2024 total target compensation, as well as the components of the average total target compensation for our other NEOs in fiscal 2024, excluding Mr. Clark. Total target compensation includes fiscal 2024 annualized base salary, target annual incentive compensation, and the grant date fair value of the annual equity grants made in fiscal 2024, as reported in the Summary Compensation Table (and excludes benefits and other compensation).

(1)
Excludes Mr. Clark

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Determination of Compensation
Role of the Human Resources Committee
The Human Resources Committee is responsible for reviewing and approving, on an annual basis, the corporate goals and objectives with respect to the compensation of all of our executive officers, as described in the committee’s charter. The committee relies on its own review and the advice of its independent compensation consultant in establishing executive officer pay. The committee seeks the input of the CEO in making executive officer pay decisions for all executives other than himself, with the committee approving all compensation decisions. In October 2023, the committee approved annual incentive performance objectives for fiscal 2024 based upon the business plan for the year. In October 2023, the committee granted long-term incentive awards to our executive officers under the Amended and Restated 2019 Omnibus Incentive Plan (the 2019 Plan), which was approved by the shareholders at the 2023 annual meeting of shareholders, including annual LTIP performance share units, stock options, and restricted stock units. After the completion of fiscal 2024, the committee (i) approved the 2024 annual incentives for our NEOs based on achievement of the performance objectives established at the beginning of the year and (ii) certified achievement of performance objectives with respect to the LTIP performance share unit awards granted to then-current executives in fiscal 2022 that had a performance period running from fiscal 2022-2024.
Role of the Compensation Consultant
The Human Resources Committee retained Semler Brossy as its independent executive compensation consultant for fiscal 2024. Retained by and reporting directly to the committee, Semler Brossy provided the committee with assistance in evaluating our executive compensation programs and policies, and, where appropriate, assisted with the revision of elements of the programs. Additionally, Semler Brossy performed the following activities to support the committee:
Reviewed annual and long-term incentive designs and assisted with determination of annual and long-term incentive awards, including fiscal 2024 payouts
Reviewed the total compensation program, including competitive peer group analysis and analysis of executive pay levels in relation to broader market survey data
Reviewed information provided to the committee by management
Developed recommendations with respect to CEO compensation decisions and provided advice to the committee on the compensation decisions affecting all executives, including the NEOs
Attended and participated in committee meetings as requested by the committee
Reported on compensation trends and best practices, plan design, and the reasonableness of individual compensation awards
Assisted the committee in reviewing the Board’s compensation and assessing its competitiveness relative to market
Assisted the committee in assessing the extent to which the Company’s compensation policies and practices promote reasonable and appropriate risk-taking behavior by management and avoid excessive risk-taking behavior
Provided a consultant independence and conflicts of interest assessment
Met with the committee and/or its members without management present
Semler Brossy did not provide any services to us other than those detailed above. The committee determined that no conflicts of interest exist with respect to Semler Brossy serving as an advisor to the committee. In making this determination, the committee considered various factors, including those set forth in the SEC’s and NYSE’s rules.

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Role of Management
Our CEO and our other executive officers do not set their own compensation nor are they present when the committee sets their specific individual compensation. Our CEO provides his evaluation of each executive officer’s performance to the committee, and makes recommendations with respect to base salary and target incentives, incentive awards and equity awards for each executive officer other than himself. These recommendations are considered by the committee, which ultimately makes its own determinations. Our human resources department provides additional analysis and guidance as requested by the committee related to NEO compensation, including the following:
Developing, summarizing and presenting information and analyses to enable the committee to execute its responsibilities, as well as addressing specific requests for information from the committee
Attending committee meetings as requested to provide information, respond to questions and otherwise assist the committee
Assisting the CEO in making preliminary recommendations of base salary structure, annual and long-term (equity) program design and target award levels for the NEOs and other employees eligible to receive annual incentive awards
Preparing tally sheets outlining current pay opportunities and potential value of severance under various termination scenarios
Market Competitiveness Review
When setting fiscal 2024 compensation, the Human Resources Committee focused on trying to set pay levels, in the aggregate, within a competitive range of the market median. Some roles may be higher or lower in the competitive range based on performance, tenure in role, or other internal considerations. Competitive market data is only one of several factors considered by the committee in setting executive compensation levels.
The committee establishes an individual annual bonus and equity incentive target opportunity for each NEO based on the committee’s evaluation of the executive’s experience, level and scope of responsibility and individual performance. Actual cash compensation may be more or less than the target opportunity as a result of performance under the incentive plan. Realized compensation from our equity-based awards may be more or less than the target opportunity as a result of our performance relative to the LTIP measures and our stock price performance.
In setting compensation, the committee compares base salaries, annual incentive opportunities and long-term compensation for the NEOs to a peer group of similarly sized companies (which we refer to collectively as our compensation peers). For fiscal 2024, the committee used the following set of companies that were determined to have similarly sized revenues and market values as our compensation peers.
Compensation Peers
Altra Industrial Motion
LCI Industries – LCII (NYSE)
American Axle – AXL (NYSE)
Oshkosh Corporation – OSK (NYSE)
Brunswick Corporation – BC (NYSE)
Patrick Industries – PATK (NASDAQ)
Crane Co. – CR (NYSE)
Polaris – PII (NYSE)
Dana Incorporated – DAN (NYSE)
REV Group – REVG (NYSE)
​Donaldson Company, Inc. – DCI (NYSE)
The Timken Company – TKR (NYSE)
Harley-Davidson, Inc. – HOG (NYSE)
The Toro Company – TTC (NYSE)
Hyster-Yale – HY (NYSE)
​Wabash National – WNC (NYSE)
Based on a review conducted by Semler Brossy, the committee removed Altra Industrial Motion from the peer group for setting compensation levels for fiscal 2025, after that company was acquired in 2023.

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In addition to peer group data, Semler Brossy collected market data from compensation surveys for executive positions where the scope of responsibilities for the Company’s executives was not comparable to the peer group named executive officers and where general industry survey data provided a better match for comparable positions in the market.
Fiscal 2024 NEO Compensation Decisions
Base Salary
We provide NEOs with base salary to compensate them for services rendered during the fiscal year. Base salary ranges for NEOs are determined for each executive based on the individual’s position and responsibilities. The base salaries of our executives are also determined by considering such factors as:
Experience of the executive
Time in position
Individual performance
Level of responsibility for the executive
Economic conditions, Company performance, financial condition and strategic goals
Competitive market data provided by the committee’s independent compensation consultant
In general, base salary determinations are considered each year as part of the committee’s review process as well as upon a promotion or other change in job responsibility. Base salary is also used as the basis for calculating annual and long-term incentive awards and in calculating payments that may be paid upon a change in control, as described below. In October 2023, as a result of a review of performance, consideration of the above referenced factors, and with input from the independent compensation consultant and our CEO, the committee recommended and approved the following increases for fiscal 2024:
Name
Fiscal 2024
Salary
($)
Fiscal 2023
Salary
($)
Percentage
Increase
(%)
Michael J. Happe
​1,100,000
1,050,000
4.8
Bryan L. Hughes
600,000
575,000
4.3
Donald J. Clark
500,000
400,000
25.0(1)
​Casey J. Tubman
535,000
500,000
7.0(2)
Huw S. Bower
613,000
592,000
3.5
(1)
Mr. Clark’s employment agreement was most recently amended on October 17, 2023, effective as of September 1, 2023. Under the terms of the amended agreement, Mr. Clark’s annual base salary was increased to $500,000. This was the first increase to Mr. Clark’s annual base salary since the Company acquired Grand Design in 2016.
(2)
The committee approved the increase in base salary based on a review of the NEO’s base salary as compared to the peer group market data and individual performance.

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Annual Incentive Plan — Officers’ Incentive Compensation Plan (OICP)
The OICP is designed to motivate and reward the successful completion of our annual performance goals as set by the Human Resources Committee. The amount of the participants’ incentive compensation earned for a given fiscal year is calculated under the OICP to be in direct proportion to our financial performance expressed as a percentage (financial factor) against compensation targets for each participant as determined by the committee. OICP awards are earned to the extent we meet or exceed financial targets as well as business unit and individual performance goals. Each NEO, except for Mr. Clark, is eligible for a target award, denominated as a percentage of fiscal 2024 base salary. NEOs may earn from 0% of the target award under the OICP up to a maximum of 200% of the target award. In setting the target award percentages for the NEOs, the committee considers competitive data in the compensation peer studies, individual performance evaluations, and internal equity factors.
Fiscal 2024 OICP
Net revenue, operating income, net working capital, and individual objectives related to each NEO’s particular responsibilities were chosen by the committee as the performance measurements under the OICP for fiscal 2024. The committee selected these as key performance metrics because they are closely aligned with our business strategy. These metrics are described further below. The following financial performance metrics represented 75% of OICP for all NEOs, other than Mr. Clark, measured either at the enterprise-wide level for Messrs. Happe and Hughes or the applicable business unit level (for Messrs. Tubman and Bower), which metrics were weighted as set forth in the tables below:
Net Revenue — focuses on overall enterprise and/or business unit growth; drives customer focus
Operating Income — reinforces the importance of profitable growth
Net Working Capital — helps measure overall financial health
Individual objectives (25% of the OICP for Messrs. Happe, Hughes, Tubman and Bower) provide actionable and measurable objectives controllable by the individual to achieve financial and non-financial goals.
Individual goals for our NEOs during fiscal 2024 included the following:
For Mr. Happe, to continue to drive key enterprise-wide strategic priorities around strengthening an inclusive, high-performance culture, growing exceptional outdoor lifestyle brands, broaden reach with outdoor customers, drive operational excellence and portfolio synergy, and utilize technology and information as business catalysts.
For Mr. Hughes, to optimize cash flow and return on invested capital by reducing working capital, mature the Company’s investor relations function, support business development through excellence in due diligence and integration, optimize the Company’s cost of capital and tax rate, and help drive enterprise-wide strategic priorities.
For Mr. Tubman, to profitably grow the business by focusing on dealer network performance, product line expansion and optimization, quality and innovation, while also working to maintain and grow the high performing culture focusing on overall employee experience and safety.
For Mr. Bower, to execute and deliver on strategy focusing on operational execution, product innovation, quality, shopping experience, and overall ownership experience. In addition, a strong focus on our employee culture and experience to include employee safety, engagement, retention, driving necessary technological advancements, training and development.
In October of 2024, the committee (i) evaluated performance against the established OICP financial performance metrics and determined that the Net Revenue performance met the threshold metrics for the first six-month period and full 12-month period, but did not meet the threshold metric for the second six-month period; the Operating Income performance did not meet the threshold metric for any of the performance periods; and the Net Working Capital performance met the threshold metric for the first six-month period, but did not meet the threshold performance metrics for the second six-month period or the full 12-month period, resulting in a 14.5% payout for Messrs. Happe and Hughes based on enterprise-wide performance and a 119.5% payout for Mr. Tubman

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based on his applicable business unit performance and (ii) assessed the performance of each of the NEOs against his individual objectives to determine the OICP payout achieved by him as set forth below. Mr. Bower’s employment was involuntarily terminated without cause on August 31,2024 and he did not receive a payout under the OICP.
The tables below reflect the fiscal 2024 OICP financial metric payout thresholds and targets for each period as well as our performance against these metrics ($ in millions): Enterprise-Wide Financial Performance Metrics for the Full 12-Month Fiscal Year Period
Metric
Weight
Threshold
(25%
Payout)
Target
(100%
Payout)
Maximum
(200%
Payout)
Fiscal 2024
Performance
Actual
Payout %
(Weighted)
Net Revenue
40.0%
$2,856.9
$3,499.7 – 3,642.6
$3,928.3
$2,973.5
​15.4%
Operating Income
50.0%
$ 224.6
$293.4 – 305.4
$ 329.4
$ 100.2
0.0%
Net Working Capital
10.0%
17.9%
15.2% – 14.6%
11.9%
19.9%
0.0%
Total Payout Percentage
​15.4%
40% of Total Percentage
6.2%
Enterprise-Wide Financial Performance Metrics for the First Six-Month Fiscal Year Period
Metric
Weight
Threshold
(25%
Payout)
Target
(100%
Payout)
Maximum
(200%
Payout)
Fiscal 2024
Performance
Actual
Payout %
(Weighted)
Net Revenue
40.0%
$1,340.2
$1,641.8 – 1,708.8
$1,842.8
​$1,466.6
​22.6%
Operating Income
50.0%
$ 94.1
$122.9 – 127.9
$ 138.0
$ 74.5
0.0%
Net Working Capital
10.0%
20.6%
​17.5% – 16.8%
13.7%
19.5%
5.1%
Total Payout Percentage
​27.7%
30% of Total Percentage
8.3%
Enterprise-Wide Financial Performance Metrics for the Second Six-Month Fiscal Year Period
Metric
Weight
Threshold
(25%
Payout)
Target
(100%
Payout)
Maximum
(200%
Payout)
Fiscal 2024
Performance
Actual
Payout %
(Weighted)
Net Revenue
40.0%
$1,516.7
$1,857.9 – 1,933.8
$2,085.5
$1,506.9
​0.0%
Operating Income
50.0%
$ 130.5
$170.5 – 177.5
$ 191.4
$ 25.6
​0.0%
Net Working Capital
10.0%
16.5%
​14.0% – 13.5%
11.0%
19.2%
​0.0%
Total Payout Percentage
​0.0%
30% of Total Percentage
​0.0%
Enterprise-Wide Financial Performance Metrics (75% of the OICP for Messrs. Happe and Hughes) for all Three Performance Periods — Total Financial Results(1)
Actual Total
Financial Payout
% (Weighted)
Total Fiscal Year Financial Performance Metrics Payout Percentage
​14.5%
(1)
Mr. Tubman’s financial performance is based upon the Newmar business unit and the financial performance metrics are weighted: (1) 40% net revenue; (ii) 50% operating income; and (iii) 10% net working capital. Mr. Bower’s financial performance was based upon the Winnebago Outdoors business unit and the financial performance metrics were weighted: (i) 30% net revenue, (ii) 50% operating income and (iii) 20% net working capital.

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When determining the level of actual performance for the OICP, the committee considered and reviewed the CEO’s evaluation of each eligible NEO’s performance, other than himself. The committee determined that each of the participating NEOs earned his individual performance goal opportunity at a level of 135% of target for Mr. Hughes and 120% of target for Mr. Tubman. The committee also determined, in its sole discretion, that Mr. Happe’s level of achievement of his individual objectives was 125% of target. Mr. Bower’s employment was involuntarily terminated without cause on August 31, 2024 and he did not receive a payout under the OICP.
The following table reflects the fiscal 2024 year-end salary, target OICP percentage and dollar amounts, and actual OICP percentage and dollar amounts earned by the participating NEOs, each as approved by the committee. The calculated portion of the OICP payout related to achievement of the metrics set at the beginning of the fiscal year is reported in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.
Fiscal 2024 Target OICP
Fiscal 2024 Actual OICP
Name
Fiscal 2024
Eligible Earnings
% of Salary
Target
Award(1)
% of Target
Payout
Michael J. Happe
$ ​1,121,154
N/A(1)
$1,200,000
42.1
$505,500
Bryan L. Hughes
611,539
95.0%
580,962
44.6
259,254
​Casey J. Tubman
545,289
​90.0%
490,760
​119.6
587,072
Huw S. Bower
652,197
90.0%
586,977
N/A(2)
N/A
(1)
Target Award is based on annual base salary rate, whereas Fiscal 2024 Eligible Earnings reflects base salary actually pad in the 53-week fiscal 2024 year.
(2)
Mr. Happe’s target OICP is set at the listed target award amount and is not calculated as a percent of his eligible earnings.
(3)
Mr. Bower’s employment was involuntarily terminated without cause on August 31, 2024 and he did not receive a payout under the OICP.
Mr. Clark does not participate in the OICP. For fiscal 2024, Mr. Clark received an inventive bonus of $4,732,606 under the Grand Design MIP. Mr. Clark’s incentive under such plan is calculated as 3.5% of the pretax net income of Grand Design (before taking into account any bonus payments thereunder).
Fiscal 2024 Equity Awards
We recognize long-term incentive opportunity as an important element of the total executive compensation program for NEOs. Long-term incentives are intended to retain and motivate executives and to encourage a strong link between management objectives and long-term shareholder interests. In fiscal 2024, we awarded long-term incentives under our 2019 Plan in the form of annual LTIP performance share units, restricted stock units and stock options.
LTIP / Performance Share Units
Each year, the committee establishes a three-year performance plan to promote our long-term growth and profitability and to attract and retain executives by providing them an opportunity for an incentive award consisting of performance shares of the Company’s common stock. The amount of an NEO’s performance share incentive compensation for the three-year period is calculated to be in direct linear proportion to our measured financial performance expressed as a percentage against compensation targets as approved by the committee.
In general, the awards are based upon our financial performance as measured against the specific three-year plan approved by the committee. The committee approved financial measurements and weightings for each specific three-year plan (as set forth in the following chart).
For the fiscal 2024-2026 LTIP performance share units, the committee selected the following Company performance metrics for Messrs. Happe, Hughes, Tubman and Bower:
Metric
Weight
Incentive ROIC
50%
Incentive EPS
50%

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The definitions of Incentive ROIC and Incentive EPS incorporate adjustments for Board approved non-recurring disclosure items affecting comparability, including adjustments for acquisitions and divestitures where appropriate, which generally align with our non-GAAP financial reporting.
Given the financial challenges of establishing a three-year performance plan in a cyclical industry, the committee decided to separate the fiscal 2024-2026 LTIP into four measurement periods. Each of these four measurement periods has the financial performance metrics described above with performance goals set at the beginning of the three-year performance period for Period 1 and Period 4, established at the start of fiscal year 2025 for Period 2 and established at the start of fiscal year 2026 for Period 3. The measurement periods and associated plan weighting are indicated below:
Measurement Period
Weight
Period 1: fiscal 2024 (financial performance measured against established fiscal 2024 financial plan)
25%
Period 2: fiscal 2025 (financial performance measured against established fiscal 2025 financial plan)
25%
Period 3: fiscal 2026 (financial performance measured against established fiscal 2026 financial plan)
25%
Period 4: fiscal 2024-2026 (financial performance measured against established financial plan for fiscal 2024-2026 period)
25%
Following the completion of each of these measurement periods, the results are computed, and the payout results are “banked” until the end of Period 4. Employees must be employed by the Company on the date of payout, following the end of Period 4, to receive any payout, except, for awards granted in fiscal 2022, in the case of an employee’s retirement (as more fully described under the “Long-Term Incentive Program and Performance Share Units” section below). The number of performance shares that may be earned range from 0% to 200% of the target share amount.
Restricted Stock Units
In fiscal 2024, NEOs were granted restricted stock units that vest in three equal annual installments, beginning on the first anniversary of the grant date.
Stock Options
In fiscal 2024, NEOs were granted stock options that vest over three years in equal installments, beginning on the first anniversary of the grant date, and can be exercised over 10 years.
Fiscal 2024 Awards
The target value of the equity incentive awards granted to the NEOs in fiscal 2024 was as follows:
Annual Awards
Name
LTIP /
Performance
Shares
(50%)(1)
Restricted
Stock Units
(35%)
Stock
Options
(15%)
Fiscal 2024
Fiscal 2023
% Increase/
Decrease(1)
Michael J. Happe
$2,774,977
$1,942,484
$832,492
$5,549,953
$4,999,988
11.0%(2)
Bryan L. Hughes
539,973
378,017
161,995
1,079,985
1,006,258
7.3
Donald J. Clark(3)
N/A
N/A
N/A
​N/A
914,899
N/A
​Casey J. Tubman
294,222
205,967
88,277
​588,465
499,998
​17.7(2)
Huw S. Bower
551,709
386,173
165,509
1,103,392
1,065,589
3.5
(1)
To perform this calculation, we assumed that the LTIP/performance share unit awards for fiscal 2024 and fiscal 2023 were earned at target.
(2)
The committee approved the increase in the target value of equity incentives awards granted to these NEOs in fiscal 2024 based on a review of each NEO’s target value of equity incentive awards as compared to the peer group, market data, and individual performance.
(3)
Under the terms of Mr. Clark’s employment agreement, (1) for fiscal 2023 he received 15% of the Grand Design MIP award delivered in the form of restricted stock units and (ii) for fiscal 2024, 100% of the Grand Design MIP was paid in cash.

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Payout of the Fiscal 2022-2024 LTIP Cycle
For the fiscal 2022-2024 LTIP performance share units, the committee used the metrics of Incentive ROIC and Incentive EPS for each of the following performance periods: (i) Period 1: fiscal 2022; (ii) Period 2: fiscal 2022-2023 growth (financial performance measured against established 2022-2023 financial growth rates which contribute to the overall fiscal 2022-2023 financial plan); (iii) Period 3: fiscal 2023-2024 growth (financial performance measured against established 2023-2024 financial growth rates which contribute to the overall fiscal 2023-2024 financial plan); and (iv) Period 4: fiscal 2022-2024 (financial performance measured against established fiscal 2024 plan). The awards were determined based on our performance against these metrics.
The definitions of Incentive ROIC and Incentive EPS incorporate adjustments for Board approved non-recurring disclosure items affecting comparability, including adjustments for acquisitions and divestitures where appropriate, which generally align with our non-GAAP financial reporting. No additional adjustments were made to the performance metrics outside of this definition when determining the final payout for any of the performance periods.
The payout scale provided for a minimum award of 0% of the shares granted and a maximum award of 200% of the shares granted. The table below reflects our performance against these metrics and the amount paid to eligible NEOs under the fiscal 2022-2024 LTIP performance share units:
Performance
Period
Weight
Metric
Weight
Threshold
(25%
Payout)
Target
(100%
Payout)
Maximum
(200%
Payout)
Performance
Actual
Payout %
Period 1(1)
25%
Incentive ROIC
50.0%
19.4%
​23.1% - 25.5%
28.0%
27.9%
​197.9%
Incentive EPS
50.0%
$ 9.46
$11.23 - $12.41
$ ​13.59
$13.81
​200.0%
Payout Percentage
​199.0%
Weighted Payout Percentage
49.7%
Period 2(2)
25%
Incentive ROIC
50.0%
21.8%
25.9% - 28.7%
31.4%
13.7%
0.0%
Incentive EPS
50.0%
$15.74
$16.08 - $16.37
$16.59
$ 7.71
0.0%
Payout Percentage
0.0%
Weighted Payout Percentage
0.0%
Period 3(3)
25%
Incentive ROIC
50.0%
9.8%
​11.6% - 12.8%
14.0%
5.1%
0.0%
Incentive EPS
50.0%
$ 8.37
$8.49 - $8.58
$ 8.66
$ 3.45
0.0%
Payout Percentage
0.0%
Weighted Payout Percentage
0.0%
Period 4(4)
25%
Incentive ROIC
50.0%
17.8%
​21.1% - 23.3%
25.5%
4.9%
0.0%
Incentive EPS
50.0%
$ ​12.30
$14.61 - $16.15
$17.69
$ 3.38
0.0%
Payout Percentage
0.0%
Weighted Payout Percentage
0.0%
Total Payout Percentage
49.7%
(1)
The Incentive ROIC metric was adjusted to exclude the following: (i) pretax acquisition-related costs , (ii) pretax amortization, (iii) pretax litigation reserves, (iv) equity adjustment related to the convertible notes, and (v) the tax impact of the aforementioned adjustments, as applicable. The Incentive EPS metric was adjusted from diluted EPS to exclude the following: (i) pretax acquisition-related costs, (ii) pretax amortization, (iii) pretax earnout valuation adjustments, (iv) pretax litigation reserves, (v) pretax non-cash interest expense related to the convertible notes, and (vi) the tax impact of the aforementioned adjustments, as applicable.
(2)
The Incentive ROIC metric was adjusted to exclude the following: (i) pretax acquisition-related costs , (ii) pretax amortization, (iii) the net financial impact of the Lithionics Battery acquisition, and (iv) the tax impact of the aforementioned adjustments, as applicable. The Incentive EPS metric was adjusted from diluted EPS to exclude the following: (i) pretax acquisition-related costs associated with the Lithionics Battery acquisition, (ii) pretax amortization, (iii) pretax earnout valuation adjustments, (iv) pretax litigation reserves, (v) pretax net financial impact of the Lithionics Battery acquisition, (vi) the impact of convertible notes, including dilution impact economically offset by a call spread overlay, certain pretax interest expense, and/or assumed dilution as a result of the adoption of ASU 2020-06 in fiscal 2023, and (vii) the tax impact of the aforementioned adjustments, as applicable.

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(3)
The Incentive ROIC metric was adjusted to exclude the following: (i) pretax acquisition-related costs , (ii) pretax amortization, (iii) the net financial impact of the Lithionics Battery acquisition, and (iv) the tax impact of the aforementioned adjustments, as applicable. The Incentive EPS metric was adjusted from diluted EPS to exclude the following: (i) pretax acquisition-related costs, (ii) pretax amortization, (iii) pretax earnout valuation adjustments related to the Barletta acquisition, (iv) pretax change in fair value of notes receivable, (v) loss on inducement related to the repurchase of convertible notes, (vi) the impact of Chris-Craft goodwill impairment, (vii) pretax net financial impact of the Lithionics Battery acquisition, (viii) the tax impact of the aforementioned adjustments, as applicable.
(4)
The Incentive ROIC metric was adjusted to exclude the following: (i) pretax acquisition-related costs, (ii) pretax amortization, and (iii) the tax impact of the aforementioned adjustments, as applicable. The Incentive EPS metric was adjusted from diluted EPS to exclude the following: (i) pretax acquisition-related costs, (ii) pretax amortization, (iii) pretax earnout valuation adjustments, (iv) pretax change in fair value of notes receivable and other investments, (v) loss on repurchase of convertible notes, (vi) the impact of Chris-Craft goodwill impairment, and (vii) the tax impact of the aforementioned adjustments, as applicable.
Benefits
Our NEOs are eligible to participate in the same benefit plans designed for all our full-time employees. The basic insurance package includes health, dental, disability and basic group life insurance. Except as specifically summarized in this Compensation Discussion and Analysis and the “2014 and 2019 Incentive Compensation Plan Payments” section below, we do not currently provide payments and benefits for NEOs following their retirement, including, but not limited to, tax-qualified defined benefit plans and supplemental executive retirement plans.
Profit Sharing and Deferred Savings and Investment Plan
We maintain a 401(k) plan, the Winnebago Industries, Inc. Profit Sharing and Deferred Savings and Investment Plan (the 401(k) Plan), which is a tax-qualified defined contribution plan maintained for the benefit of substantially all hourly and salaried employees, including our executives. The 401(k) Plan offers NEOs and all other employees the opportunity to defer a percentage of income that is a part of their base compensation. Employees may defer a percentage of income that is part of their base salary and incentive pay (401(k) Eligible Compensation). The Company currently matches employee contributions dollar for dollar up to 3% of 401(k) Eligible Compensation and half of employee contributions up to the next 2% of 401(k) Eligible Compensation (subject to IRS limits and 401(k) safe harbor considerations), subject to a two-year, pro-rata vesting period for employees hired after January 1, 2018.
Executive Deferred Compensation Plan (Non-Qualified Deferred Compensation Plan)
Under the Executive Deferred Compensation Plan (Deferred Compensation Plan), executive officers and certain key employees may annually choose to defer up to 50% of their salary and up to 100% of their cash incentive awards. The committee has determined that the Deferred Compensation Plan will have the same nominal investment options as the 401(k) Plan. The Company does not provide any matching contributions to the Deferred Compensation Plan.
Perquisites
We provide NEOs with limited perquisites that the committee believes are reasonable and consistent with the overall compensation program to better enable us to attract and retain superior employees for key positions. The committee periodically reviews the levels of perquisites and other personal benefits provided to NEOs. Based upon this periodic review, perquisites are awarded or adjusted on an individual basis. NEOs are not automatically awarded all, or in equal amounts, perquisites granted by the Company.
The perquisites provided to our NEOs include:
Executive Physical. To encourage executives to monitor and maintain good health, we pay for voluntary annual physical examinations for executives, including the NEOs.
Recreational Vehicle and Boat Use. Our executives, including NEOs, can use our recreational vehicles and boats on a periodic and temporary basis. We encourage our executives to have a first-hand understanding of the outdoor lifestyle experienced by our customers and to provide our executives with the opportunity to evaluate product design and efficiency.
Car Allowance. A car allowance is provided as frequent travel is required.
Financial and Tax Planning. To address complex tax and financial situations, a tax and financial planning payment is provided.

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Additional Compensation Policies
Policies and Procedures Related to the Grant of Certain Equity Awards
The Company does not have any formal policy that requires us to grant, or avoid granting, equity-based compensation to our executive officers at certain times. Our current long-term incentive program includes the grant of stock options, representing 15% of the total long-term incentive value for fiscal 2024 awards. Consistent with our annual compensation cycle, the committee typically grants annual equity awards, including stock options, to our executive officers in October of each year at the committee’s first meeting of our fiscal year. The dates for these committee meetings are set more than a year in advance on a fairly consistent cadence year over year.
The timing of any equity grants to executive officers in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date).
As a result, in all cases, the timing of grants of equity awards, including stock options, occurs independent of the release of any material nonpublic information, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of equity-based compensation.
Stock Ownership Guidelines
The committee has adopted stock ownership guidelines for