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

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

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

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

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

Our Fiscal Year 2022

Operating Performance

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

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

ESG Developments

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

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

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

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

Looking Ahead

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

The Board of Directors of THOR Industries, Inc.

Voting Instructions

and Information

Who Can Vote

You are entitled to vote if our records show that you held shares in our Company as of the Record Date, October 17, 2022. At the close of business on that date, 53,682,396 shares of our Common Stock were outstanding and entitled to vote. Each share of our Common Stock is entitled to one vote. A list of Shareholders entitled to vote at the Annual Meeting will be available for examination by Shareholders during the Meeting and during regular business hours at the Company’s office for ten (10) days prior to the Meeting.

How to Vote

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

the 2022 Annual Meeting online, vote, and submit questions by visiting www.virtualshareholdermeeting.com/THO2022 and using the 16-digit control number included on your notice, on your proxy card, or in the voting instructions that accompanied your proxy materials. You will be able to vote your shares electronically during the Annual Meeting by following the instructions available on the meeting website. We encourage you to vote your shares prior to the Annual Meeting.

In accordance with the rules of the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each Shareholder of record, we may furnish our proxy materials, including this Proxy Statement and our Annual Report to Shareholders, by providing access to these documents on the Internet. Generally, Shareholders will not receive printed copies of the proxy materials unless they request them.

If your Common Stock is held through a broker, bank, or other nominee (held in “street name”), you will receive instructions from the entity holding your stock that you must follow in order to have your shares voted. If you want to vote your shares during the Meeting, you must obtain a legal proxy from the entity holding your shares and submit a ballot virtually at the Meeting.

If you hold shares in your own name as a holder of record with our transfer agent, Computershare, you may instruct the proxies how to vote by following the instructions listed on the Notice of Internet Availability (“Notice Card”) or the proxy card (if printed materials were requested).

Shareholders may vote their shares in any of the following ways:

A proxy that is properly executed and timely returned to our Company that is not revoked prior to the Meeting will be voted in accordance with your instructions. If no instructions are given with respect to one or more of the proposals to be voted upon at

the Meeting, proxies will be voted in accordance with the recommendations of our Board of Directors on such proposals. You may revoke your proxy at any time until exercised by giving written notice to the Secretary of our Company, by submitting a ballot virtually at the Meeting, or by timely submitting a later-dated proxy by mail, internet, or telephone. At our Meeting, a representative of Broadridge Financial Solutions, Inc. will tabulate the votes and act as the inspector of election.

How Votes Are Counted

A quorum is required to transact business at our Meeting. Shareholders of record constituting a majority of the shares entitled to cast votes shall constitute a quorum. If you have returned valid proxy instructions or attend the Meeting virtually, your shares will be counted for the purpose of determining whether there is a quorum, even if you abstain from voting on some or all matters voted upon at the Meeting. Abstentions and broker non-votes will be treated as present for purposes of determining whether a quorum is present.

Voting

Your vote may be (i) “for” or “withhold” on the proposal relating to the election of Directors, and (ii) “for”, “against”, or “abstain” on each of the other proposals. The affirmative vote of a majority of the votes cast is required to approve each proposal. With respect to director elections, our Amended and Restated By-Laws (“By-Laws”) require each nominee for election as a director to resign from the Board upon failing to receive a majority of the votes cast in an uncontested election, contingent upon the acceptance of the proffered resignation by the Board, with the recommendation of the Environmental, Social, Governance and Nominating Committee of the Board. Broker non-votes and abstentions will not impact the outcome of the vote on the proposals, as they are not counted as votes cast. It is important to be aware that if you hold shares in street name with a broker, bank, or other nominee, and you do not submit voting instructions, then your broker, bank, or nominee will not be permitted to vote

The representatives designated to vote by proxy intend to vote FOR the election of the nominees listed below. In the event that any nominee becomes unavailable for election (a situation our Board does not now anticipate), the shares represented by proxies will be voted, unless authority is withheld, for such other person as may be designated by our Environmental, Social, Governance and Nominating Committee.

Qualifications

and Process for Nominees

Our Board believes that it is necessary for each of our Directors to possess many diverse qualities and skills. When searching for new candidates, our Environmental, Social, Governance and Nominating Committee follows our Diversity Policy as the Board seeks to expand Board diversity. In any search, the Board also considers the evolving needs of our Board. Our Board also believes that all Directors must possess a considerable amount of business management experience. Our Environmental, Social, Governance and Nominating Committee evaluates candidates on the satisfaction of any independence requirements imposed by law, regulation, and the New York Stock Exchange (the “NYSE”). When evaluating Director candidates, our Environmental, Social, Governance and Nominating Committee first considers a candidate’s business

management experience and then considers that candidate’s judgment, background, stature, conflicts of interest, integrity, ethics, and commitment to the goal of maximizing Shareholder value. In addition, our Board and Environmental, Social, Governance and Nominating Committee believe that it is essential that our Board members represent diverse viewpoints. In our more recent candidate searches, our Board has followed a diversity practice which it formally established as policy at its October 2017 Board meeting (the “Diversity Policy”). The Diversity

Policy requires our Board to obtain an initial slate of candidates that includes qualified candidates with diversity of race, ethnicity, and gender. In considering candidates for our Board, our Environmental, Social, Governance and Nominating Committee considers the entirety of each candidate’s credentials, in addition to diversity, as they fit with the credentials and skills of the current composition of the Board. We consider our Board of Directors to be a valuable strategic asset of our Company. To maintain the integrity of this asset, our Board of Directors has been carefully crafted to ensure that its expertise covers diversity of experience and perspective, and these attributes will continue to be considered when nominating individuals to serve on our Board. With respect to the nomination of continuing Directors for re-election, the individual’s contributions to our Board are also considered.

Corporate Governance

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

Board Selection Process

Our Environmental, Social, Governance and Nominating Committee, with assistance from both our Chairman and CEO, screens candidates and recommends nominees to the full Board. Our By-laws provide that our Board may set the number of Directors at no fewer than one (1) and no more than fifteen (15). Our Board currently consists of nine (9) Directors - each Director will stand for election each year.

Our Environmental, Social, Governance and

Nominating Committee has relied upon board search firms in identifying suitable candidates. During this process, the Board adheres to a Diversity Policy as it engages in an evaluation of a widely-diverse set of candidates. Another important consideration in our prospective Board member evaluation includes his or her obligation to their primary company and/or to other boards that would detract from their obligation to fully serve on our Board. Further, the Committee will consider Shareholder nominations of candidates for our Board on the same basis as Board-identified candidates, provided that any such nominee possesses the requisite business, management, and educational experience.

Proxy Access

Our By-laws allow a group of up to twenty (20) Shareholders who have owned at least 3% of our outstanding shares for a period of at least three (3) years to nominate up to two (2) or 25% of the seats up for election, whichever is greater, and include those nominations in our Proxy Statement.

Board Structure and Leadership

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

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

Audit Committee

The principal functions of our Audit Committee include to:

Compensation and Development Committee

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

Environmental, Social, Governance and Nominating Committee

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

Director Independence

Of our ten (10) Directors in Fiscal Year 2022, only one was employed by our Company, our CEO Mr. Martin. With the exception of Mr. Martin and Mr. Orthwein (who retired as an employee of the Company at the end of Fiscal Year 2019 and is independent as of Fiscal Year 2023), our Board in Fiscal Year 2022 was comprised entirely of “independent” Directors as that term is defined by both NYSE listing standards and our own Governance Guidelines. The Board conducts an annual review to determine the continued “independence” of all of our independent Directors. For Fiscal Year 2023, after the retirement of Mr. Ziemer effective October 1, 2022, each of our nine (9) directors is independent with the exception of Mr. Martin.

Independent Director Meetings

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

Director Attendance

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

of the members of the Board are encouraged, but not required, to attend the Company’s Annual Meeting of Shareholders. All of the members of the Board attended the 2021 Annual Meeting.

Annual Board and Committee Evaluation

Each year, our Board conducts evaluations of each Committee and the Board as a whole. This process includes evaluation of the individual members of the Committees and the Board. The evaluation includes a process of dynamic feedback designed to identify areas of increased focus.

Board Risk Oversight

At both the full Board and Committee level, a primary function of our Board of Directors is to oversee the Company’s risk profile and the processes established by Management for managing risk. Our Board and its Committees regularly evaluate these risks and the mitigation strategies employed by Management. In general terms, our Committees oversee the following risks:

Audit Committee

All risks related to financial controls, including all applicable legal, regulatory, and compliance risks, as well as the overall risk management governance structure, including evaluating and responding to the assessments of both our internal audit department and our external auditors.

Compensation and Development Committee

All risks associated with the design and elements of our compensation program and related compliance issues, and all risks associated with the process of developing our people and succession planning.

Environmental, Social, Governance and Nominating Committee

All risks within the scope of the Company’s governance programs and applicable compliance issues.

In performing its oversight responsibilities, the Board relies, in part, upon the results and information gained through the Company’s Enterprise Risk Management Program, and considers the program for amendment, as appropriate. The program is designed to ensure appropriate risk monitoring of, and controls over, risks associated with our business. Risks evaluated through the program include, but are not limited to, those risks related to strategy, operations, acquisition integration, legal, compliance, human resources, mergers & acquisitions, IT & cyber security, operations, and finance.

The Board receives regular reports from Management regarding the status of its risk management programs, and provides input and direction designed to keep the risk management programs effective against the ever-evolving risk landscape applicable generally to commercial enterprises and specifically to our Company.

The Board and Management have developed a culture of risk awareness and risk management that includes annual Company-wide ethics training. Through this constant and interactive process, the Company gains input from its employees as it evaluates risks and updates its management plan accordingly.

Diversity Policy

In Fiscal Year 2017, our Board formalized a Diversity Policy that it has followed in recent Board candidate searches. Under the Board’s Diversity Policy, the initial list of candidates to be considered must include qualified candidates with diversity of race, ethnicity, and gender. Our Board initiated a Board refreshment plan several years ago and strictly adhered to the diversity policy in the process, resulting in our four (4) newest Board members being diverse candidates.

Succession Planning

Our Board is actively engaged in talent management and succession planning. Our succession plan and talent management programs are reviewed semi-annually with the Compensation and Development Committee, and then reviewed and considered by the full Board. These discussions include an ongoing evaluation of our talent and leadership bench and the succession plan that envisions those individuals’ advancement to key positions in our Company. In addition, high-potential employees are regularly evaluated and engaged in comprehensive training, both on the job and in the classroom.

Mandatory Resignation Policy

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

Shareholder Communications and Engagement

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

Code of Ethics

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

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

Our Governance Practices

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

		COLLEEN ZUHL   Age: 56   Senior Vice President and Chief Financial Officer

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

		KENNETH D. JULIAN   Age: 55   Senior Vice President of Administration and Human Resources

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

		TODD WOELFER   Age: 55   Senior Vice President and Chief Operating Officer

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

		TREVOR Q. GASPER   Age: 42   Senior Vice President, General Counsel, and Corporate Secretary

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

Audit Fees

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

Audit-Related Fees

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

Tax Fees

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

All Other Fees

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

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

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

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

BOARD RECOMMENDATIONS

Our Board of Directors recommends that the Shareholders vote “FOR” the Ratification of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm.

Executive Summary

Our Business

Our Company is the leading manufacturer of recreational vehicles in North America and Europe. It also owns suppliers to the industry. For more information about our business, please see “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on September 28, 2022.

2022 Business Highlights

Fiscal Year 2022 was the best year of financial performance in the history of our Company. THOR set records in net sales, net income, earnings per share, and cash generated from operations. Importantly, in addition to this outstanding financial performance, Management maintained its focus on making meaningful progress in both its ESG initiatives and DEI programs.

Over the course of the year, Management continued to steer the Company through the obstacles presented by the pandemic and supply chain constraints while at the same time navigating through new challenges, including war in Europe, rising inflation, increasing energy costs, energy shortages in Europe, and an increase in consumer interest rates. The beginning of Fiscal Year 2022

began where Fiscal Year 2021 left off—an industry powered by very strong retail demand but constrained by supply bottlenecks. THOR continued to proactively manage these issues on its way to four (4) quarters of record performances.

As it managed the supply chain issues, Management identified and seized upon an opportunity to bolster the supply chain through the approximately $750 million acquisition of Airxcel, a manufacturer of numerous key components that closed on September 1, 2021. This acquisition has placed THOR

to throw obstacles in the Company’s path. Management’s performance this Fiscal Year once again affirmed that THOR is a company that will outperform in any economic cycle.

Key highlights from Fiscal Year 2022 include:

Executive Compensation Highlights

Fiscal Year 2022 marked the Company’s third year under its revised compensation plan which relies heavily upon incentive compensation measured by adjusted net before tax profit (our “NBT”), return on invested capital (“ROIC”), and free cash flow (“FCF”). In Fiscal Year 2022, the pay plan aligned very well with the Company’s performance.

The foundation of the plan is an annual benchmarking process to compare Management’s pay to our compensation peers and the market more broadly. For benchmarking in Fiscal Year 2022, our CEO’s targeted pay was at 65% of our peer group, a level which the Board found to be merited based upon his and Management’s performance. Once benchmarked, actual compensation is heavily weighted toward incentive compensation determined by the relative realization of performance metrics that are established annually by the Board at the same time it approves the Company’s operating and compensation plans. We believe our compensation plan reinforces the long-term incentive elements of our program, utilizing multiple metrics that align well with shareholder return.

As in years past, in Fiscal Year 2022, a predominant percentage of our CEO and other Named Executive Officer (“NEO”) compensation was variable incentive pay.

Highlights of our compensation practices for Fiscal Year 2022 included:

Our Compensation Philosophy: Incentivize Value Creation By Tying Pay To Performance

Our Plan

Our compensation plan is comprised of a base salary, cash incentive compensation through our Management Incentive Plan (“MIP”), and a long-term incentive (“LTI”) component that is comprised of Restricted Stock Units (“RSUs”) and Performance Share Units (“PSUs”).

Relying upon input and benchmarking guidance from our compensation consultant, our Compensation and Development Committee establishes target compensation as a percentage of our peer group pay. For Fiscal Year 2022, our CEO’s target compensation was set at 65% of the peer group benchmarks. Half of that targeted compensation is designed to be paid in cash compensation through a combination of base salary and MIP awards while the other half is designed to be paid in equal parts RSU and PSU awards. The RSU awards are based upon our NBT relative to forecasted performance while the PSUs are based on equal parts of free cash flow (“FCF”) and return on invested capital (“ROIC”) relative to forecasted performance. Our RSU awards vest over a three-year period and are determined based on a one-year performance period while the PSU awards are measured over a three-year performance period and vest upon conclusion of the performance period.

Once the targeted compensation is determined as a percentage of peer benchmark, the Company’s Board-approved forecasted performance is

used to calculate the sharing percentages for all incentive compensation (the MIP, RSU, and PSU awards). Both the targeted compensation and the sharing percentages are reset each year based upon benchmarking data and the Company’s forecast. Thus, both the MIP and LTI portions of our NEO compensation is measured relative to expected Company and market performance and are not based on absolute metrics. The MIP and RSU elements of the incentive compensation pay $0 to our NEOs in circumstances where NBT is not attained and the PSU element pays $0 when metrics are realized at less than 50% of their respective forecasted targets.

This relative metric mechanism prevents excessive compensation that could arise from steadily growing NBT, ROIC, and/or FCF because each year the compensation percentages are reset to align with the benchmarked targets and projected performance. Accordingly, as targeted performance rises, the sharing percentages used to calculate incentive compensation fall to maintain alignment with benchmarks.

As mentioned, the LTI component of the plan is comprised of equal parts RSUs and PSUs. The RSUs awarded are based on a percentage of NBT in a manner consistent with our historical practice with shares of the Company issued thereafter on a one share per RSU basis over a three-year vesting period. The PSUs awarded are based upon realization of targets for the key performance metrics, ROIC and FCF, over a three-year performance period. Shares earned based on PSU-tied performance will be adjusted based upon the following schedule (with ROIC and FCF components weighted equally):

In addition to the “pay for performance” principles first adopted by our founders in 1980, our Compensation and Development Committee is guided by the following practices and principles:

Looking Back: Reviewing The Elements Of Compensation From Fiscal Year 2022

Base Salary

Base salaries are part of the compensation package paid to our executives and are determined according to various factors, including benchmarking, experience, talent, contribution, industry standards, expectations, and performance.

On an annual basis, all employees’ base salaries are reviewed for possible adjustments. Adjustments, though, are not automatic. Instead, they are determined in conjunction with available benchmarking data and/or merit-based factors, driven either by exceptional performance or promotion that often is based on experience with our Company.

For our executives, the Compensation and Development Committee considers the market practices of our peer group as a guide for recognized ranges of base compensation but, with our emphasis on

performance-based pay, the Compensation and Development Committee intentionally sets base salaries for our CEO and other NEOs well below average for our peer group.

For Fiscal Year 2022, no adjustment to base salaries were made for our existing NEOs. When Mr. Gasper was named an executive officer in December 2021, his base salary was set at $400,000.

Our CEO’s base salary of $750,000 is the lowest in our 2023 peer group and is over 20% lower than the next lowest base salary in that peer group. Our COO (5% lower than the next lowest) and General Counsel (25% lower than the next lowest) also have base salaries that are the lowest in their respective 2023 peer group comparisons and our SVP of Administration and HR and CFO have base salaries at the 26th and 42nd percentile respectively.

Variable Incentive Compensation

Variable performance-based elements comprise a great percentage of our NEOs’ compensation. Payouts under these elements (our MIP and LTI) are determined based on our NBT, FCF, and ROIC measured against the Board’s forecast for the fiscal year. As stated above, our NEOs’ base salary is intentionally depressed compared to market, emphasizing this incentive-based pay. For Fiscal Year 2022, our NEOs’ compensation was approximately 91% incentive-based pay. Our compensation philosophy has long promoted such heavy reliance on variable performance-based pay relative to the Board’s forecast for the Fiscal Year. As such, even though Fiscal Year 2022 led to a record year for our Company on both the top and bottom line, actual payouts to our NEOs were less than Fiscal Year 2021 with the exception of Mr. Woelfer’s, whose compensation was virtually flat despite his promotion to COO. Thus, the plan performed well in this exceptional year as compensation did not increase simply because the Company’s NBT, FCF, and ROIC increased on an absolute basis.

Our NEOs must satisfy the requirement within five (5) years of their first LTI award at their current position. The Board of Directors must satisfy the requirement within five (5) years of the date of their first annual award. All Board members and NEOs are either in compliance with the guidelines or are expected to come into compliance once the guideline becomes applicable.

Clawback Policy

As mentioned above, on a “no fault” basis, our Board of Directors is required to clawback any excess incentive-based compensation paid to any employee within three (3) years of the issuance of any restated financial statement if such restated financial statement impacts the amount of incentive compensation that should have been paid under any incentive-based pay program. Our clawback policy is strong and would be fully compliant with the SEC’s proposed rules to implement the Clawback provisions of the Dodd-Frank Act.

Anti-Hedging and Pledging Policy

Our Company prohibits our Executive Officers and members of its Board of Directors from engaging in any hedging transactions, transacting short sales, or pledging any Company stock.

Severance Plans and Change in Control Agreements

Our Company has employment agreements with each of our Named Executive Officers. Adopted during Fiscal Year 2021, these contracts contain robust non-competition and non-solicitation agreements that were not previously part of our NEOs’ employment relationship with the Company and, prior to 2021, were not standard within the industry. The purpose of the contracts and non-competition provisions was to secure the exclusive services of our Management team for their duration and for

a period of time post-employment. The RV Industry is very competitive and its history is replete with examples of key leaders leaving one company to start competitive businesses. Given Management’s longevity and track record of growth with the Company, the contracts were important to secure and to protect the Company. As such, an essential element of the contract was that each executive agreed not to compete against the Company during the term of his or her employment and for a period of two (2) years following termination of employment. In an industry with a low barrier to entry and where relationships with suppliers and dealers are critical to a company’s success, the Company obtained a substantial benefit by collecting non-competition agreements from its NEOs.

A cornerstone of the THOR Industries, Inc. 2016 Equity and Incentive Plan (as amended) (our “2016 Plan”) is its double-trigger vesting requirement. Specifically, the 2016 Plan provides for the vesting of shares only upon the occurrence of both a Change in Control (as defined by the 2016 Plan) and either a corresponding change in the employment status or the failure of an acquirer to assume the awards.

The aggregate value of change in control and termination benefits for each NEO is summarized under the subheading, “Potential Payments Upon Termination or Change in Control and Agreements with Resigning Officers” on page 63.

Section 409A of the Code

Our compensation plans and programs are designed to comply with Section 409A of the Code, which places strict restrictions on plans that provide for the deferral of compensation.

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

The Compensation Committee

Our Compensation and Development Committee is responsible for the oversight of our compensation plan. Each year, the Committee engages in a thorough evaluation of the performance of our NEOs.

The Board of Directors conducts a review of our CEO, Mr. Martin. These evaluations are significant factors to the Committee as it determines the percentage of the peer group benchmark at which to set target compensation.

Mr. Martin does not participate in his own performance evaluation or in setting his own compensation. For the other NEOs, the Chairman and CEO evaluate each NEO’s individual performance and recommend a tailored compensation plan that relies upon peer benchmark data for that individual to the Compensation and Development Committee. The Compensation and Development Committee then reviews and votes to approve or modify these recommendations.

For more information on the Compensation and Development Committee, view our Corporate Governance Section of this Proxy Statement. Additionally, the Compensation and Development Committee’s charter can be found on our website at www.thorindustries.com.

Our Independent Compensation Consultant

In Fiscal Year 2022, the Compensation and Development Committee utilized Willis Towers Watson as its compensation consultant. Willis Towers Watson reports directly to the Committee, and the Committee is empowered to retain or replace Willis Towers Watson or hire additional consultants at any time. A representative of Willis Towers Watson regularly attends the Committee meetings and provides data and advice to the Committee

throughout the year. Additionally, a representative from Willis Towers Watson regularly meets in executive session with the Committee.

Willis Towers Watson’s role is to provide market and peer group data and to advise the Committee on compensation-related decisions.

During Fiscal Year 2022, the compensation consultant provided the following services to the Committee:

In Fiscal Year 2022, the total fees and expenses attributable to Willis Towers Watson were $133,592.

Our Compensation Peer Group

Importantly, Willis Towers Watson assists the Committee in determining an appropriate compensation peer group. Our Company has a unique challenge in its peer review process. With the exception of two competitors who are not reasonable compensation peers due to significant size differences, none of the companies with whom we

compete for industry-based talent are publicly-traded and, therefore, our competitors do not publicly disclose their compensation practices. Geographic proximity to our competitors makes the competition for key industry talent an ever-present challenge. Our compensation plans are developed with that fact in mind and are designed to attract and retain industry-leading talent through a program that is reasonable and heavily tied to our Company’s financial performance. In Fiscal Year 2022, as it has previously, THOR benchmarked its executive pay against a peer group of publicly-traded companies and used this data in conjunction with our own industry-specific knowledge in evaluating its executive compensation practices. The Compensation and Development Committee periodically reviews and, as indicated, updates the peer group. Our general guidelines for our peer group are to include companies that are one-half to two times our revenue. Our peer group represents manufacturing companies of similar size as expressed in sales and market capitalization. Additionally, we sought to identify manufacturing firms that introduce their products to market through dealerships or franchises. While the compensation peer group is not comprised of our market competitors, it nevertheless provides a somewhat meaningful basis for market comparison of our executive compensation packages. Included in our peer evaluation was the consideration of the disclosed peers of the members of our peer group. We believe the peer group below represents a good comparator group for our Company. Our peer group for Fiscal Year 2022 consisted of the following companies: