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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 Pursuant to Section 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)
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Dear Fellow Shareholders,

 
Our 2021 fiscal year was truly remarkable for Winnebago Industries and we are proud of the incredible momentum and resiliency our company has built, while continuing to navigate the health and economic impacts of the COVID-19 pandemic. As a surge of new consumers have embraced the outdoor lifestyle, we are pleased to have sustained market share gains in the RV industry, capturing new Winnebago Industries customers who will enjoy our vast portfolio of premium products for years to come. The tireless work of our Winnebago Industries team and the dedication of our channel partners has enabled new and existing consumers to create extraordinary experiences where they live, work and play.
The appeal of our premium brands, supported by our commitment to quality, innovation and service across our enterprise drove Winnebago Industries to achieve record levels of revenue and profits in fiscal 2021. We furthered our strategic transformation into a premier outdoor lifestyle company with the addition of premium pontoon boat manufacturer Barletta Boat Company, announced in the fourth quarter of fiscal 2021 and closed in early fiscal 2022. This key acquisition extends our marine platform into the pontoon market, one of the fastest-growing boating segments. Even as we invested in that strategic acquisition, our balanced capital allocation strategy enabled Winnebago Industries to return approximately $62 million to our shareholders in the form of quarterly dividends and share repurchases while driving our leverage ratio to historical lows, allowing for significant financial flexibility. Given the level of confidence in our future performance, we announced a 50% increase to our dividend, effective with the dividend payment in September 2021. Additionally, we exit fiscal 2021 and enter fiscal 2022 with a record backlog of orders, we continue to see sustained interest in the outdoor lifestyle from a consumer retail standpoint and our capital investments in expanding capacity in a disciplined manner strengthen our ability to compete in the market and serve our customers with high-quality product.
Fiscal 2021 has seen significant advancements in our efforts to address important environmental, social
and governance issues related to our business operations. Notably, we recently strengthened our commitment to sustainability by joining the Business Ambition for 1.5°C, a United Nations-backed global coalition of business leaders. As part of this program, we are committing to help limit the impact of climate change by setting a goal to achieve net-zero greenhouse gas emissions by 2050. We also hired our first Head of Diversity, Equity and Inclusion who will be responsible for advancing DEI programs and initiatives and leading the execution of our overall DEI strategy and roadmap. Finally, we were pleased to welcome two new independent directors, Jacqueline Woods and Kevin Bryant, to the Board during fiscal 2021, each of whom complement the skills, experiences, and perspectives of our incumbent directors. Their backgrounds are described in this proxy statement, and we look forward to their continued input and guidance as Winnebago Industries continues to progress as a competitive, diverse, and profitable outdoor lifestyle company.
Detailed within are several items to be voted on at our upcoming annual meeting of shareholders, which will be conducted virtually on December 14, 2021. We value your participation in this process and recommend that you vote for the items described in this proxy statement.
As always, thank you for your continued investment and confidence in our business. We are grateful to have your trust and commit each day to deliver sustainable growth and value for our shareholders.

David W. Miles,
Chairman

Michael J. Happe,
President and Chief Executive Officer

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Notice of Annual Meeting of Shareholders
to be held December 14, 2021


Winnebago Industries, Inc. (Winnebago Industries or the Company) will hold its 2021 annual meeting of shareholders (Annual Meeting) on Tuesday, December 14, 2021 at 4:00 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 1, 2021. At the Annual Meeting, shareholders will be asked to:
Proposals
Board
Recommendation
Page
Reference
1
Elect four Class I directors to hold office for a three-year term and one Class II director to hold office for a one-year term

Page 18
2
Approve, on an advisory basis, the compensation of our executive officers

Page 31
3
Ratify the selection of Deloitte & Touche LLP as our independent registered public accountant for fiscal 2022

Page 66
4
Approve a proposal to reincorporate the Company from Iowa to Minnesota

Page 69
Only shareholders of record at the close of business on October 19, 2021 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 1, 2021

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Review the Proxy Statement and Vote in One of Four Ways
Only holders of record of our common stock at the close of business on October 19, 2021 will be entitled to vote at the Annual Meeting. On the record date, we had outstanding 33,460,085 shares of common stock that were eligible to vote.



During the Virtual Meeting:
Attend the live webcast meeting at 4:00 p.m. CST on December 14, 2021 by visiting virtualshareholdermeeting.com/WGO2021 and voting during the meeting. You will need your 16-digit control number included with your Notice of Internet Availability or proxy card.
By Internet:
Visit www.proxyvote.com to vote by internet. You will need your 16-digit control number included with your Notice of Internet Availability or proxy card when you access the website.


By Phone:
Call 1-800-690-6903 to vote by telephone. You will need your 16-digit control number included with your Notice of Internet Availability or proxy card when you call.
By Mail:
Complete and sign your proxy card and return it in the enclosed postage pre-paid envelope. If you received a Notice of Internet Availability, your notice provides instructions for requesting a proxy card.
Your Vote Is Important
Whether or not you expect to attend the Annual Meeting, please vote via the Internet or telephone or request a paper proxy card to complete, sign and return by mail so that your shares may be voted. A prompt response is helpful and your cooperation is appreciated.

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Proxy Statement for 2021 Annual Meeting

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Proxy Statement Summary
Voting Roadmap
The table below summarizes the vote required to approve each proposal, the voting options for each proposal and other important information regarding voting:
Proposals
Vote
Required
Voting
Options(1)
Board
Recommend
-ation(2)
Broker
Discretionary
Voting
Allowed(3)
1
Election of four Class I directors to hold office for a three-year term and one Class II director to hold office for a one-year term
Plurality of the votes cast(4)
FOR
WITHHOLD
FOR
No
2
Advisory approval of executive compensation
Majority of the votes cast(5)
FOR
AGAINST
ABSTAIN
FOR
No
3
Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accountant for the fiscal year ending August 27, 2022
Majority of the votes cast
FOR
AGAINST
ABSTAIN
FOR
Yes
4
Approval of the reincorporation of the Company from Iowa to Minnesota
Majority of the votes cast
FOR
AGAINST
ABSTAIN
FOR
No
(1)
A withhold vote or abstention will have no impact on the outcome of the voting on any of the proposals.
(2)
If you submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board's recommendations.
(3)
If broker discretionary voting is not allowed, your broker will not be able to vote your shares on these matters unless your broker receives voting instructions from you. A broker non-vote will have no effect on the outcome of the voting on any of the proposals.
(4)
Our Board of Directors has adopted a majority voting policy for the election of directors in uncontested elections. Under this policy, in any uncontested election of directors of the Company, 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 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.
(5)
The vote of shareholders on this proposal is not binding, but rather is advisory in nature; however, the Board intends to carefully consider the result of the vote on this proposal.

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Corporate Responsibility
Corporate responsibility is integrated with our enterprise strategy and our commitment to Be Great, Outdoors.
In 2020, we released our second annual Corporate Responsibility Report, highlighting the environmental, social and governance (ESG) issues that impact our world and most directly affect the long-term sustainability of our business. This report is available in the “Responsibility” section of our website at www.winnebagoind.com.
Environment
As an outdoor lifestyle company, we care deeply about our world. The long-term sustainability of our business is linked to the environment. Winnebago Industries is committed to doing our part to ensure that the outdoor destinations we love are accessible for generations.
From product innovation to operational efficiencies, we have implemented leading practices throughout our history. As we continue to grow and transform, we leverage data to establish meaningful sustainability goals while staying focused on managing energy and greenhouse gas emissions, minimizing waste, reducing reliance on fresh water, and ensuring product sustainability.
In 2021, we joined the United Nations Global Compact and committed to the Business Ambition 1.5C on a journey to net-zero greenhouse gas emissions and zero waste by 2050.
Social
Enabling extraordinary outdoor experiences for our customers begins with our team, our culture, and our communities. We seek talented people with diverse backgrounds and perspectives who work together to deliver results.
Responding to the ongoing challenges of COVID-19 and the national racial justice reckoning, Winnebago Industries has centered on employee safety, diversity and inclusion, and community partnerships. In 2021 we conducted safety walks and listening sessions with our Chief Executive Officer and welcomed our first full-time Head of Diversity, Equity and Inclusion. We expanded the impact of our COVID-19 immediate response hardship fund, launching a year-round GO Together Fund supporting employees facing unforeseen crises. Our partnership with the National Park Foundation advanced outdoor equity with support of service corps programs that provided employment opportunities for outdoor enthusiasts from underrepresented communities. We remain committed to the CEO Action for Diversity & Inclusion goals.
Our CommunityGO employee volunteers participated in a variety of giving activities to strengthen our hometown communities. From outdoor education to mentoring, disaster response to hunger relief, CommunityGO volunteers made a difference.
Governance
Our Board of Directors oversees the company’s ESG performance, and our cross-functional Corporate Responsibility Advisory Team informs ESG strategy and implementation throughout our enterprise. We live by our Code of Conduct, which is foundational to our efforts to be the trusted leader in outdoor lifestyle solutions by conducting our business with the utmost integrity. We expect our employees to share this commitment and require that all employees complete training on our Code of Conduct on a regular basis.

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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.


Corporate Governance Practices
Independent leadership
10 of 11 directors are independent (all except the Chief Executive Officer)
Independent non-employee chairman
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 (4 independent directors joined in the last 4 years, all of
whom are diverse)
Age limit for directors (72)
Robust annual Board and committee self-evaluations
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
Anti-hedging and anti-pledging policy for all employees and Board
Routine engagement with shareholders
Excellent meeting attendance

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Corporate Governance
Board Leadership Structure
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 should 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.
Board and Shareholder Meeting Attendance
During fiscal 2021, the Board met seven times. Each director who served on the Board during fiscal 2021 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. All of our then-serving directors attended the 2020 annual meeting. 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 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 2021, are described below.
Committees of the Board
Audit
Human
Resources
Nominating and
Governance
Finance
Sara E. Armbruster
​✔
​✔
Maria F. Blase*
​✔
C
Christopher J. Braun
​✔
​✔
Kevin E. Bryant*
​✔
​✔
Robert M. Chiusano
​✔
​✔
William C. Fisher
​✔
C
Michael J. Happe
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 Securities and Exchange Commission (SEC).

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Audit Committee1

Members
Richard D. Moss (Chair)
Maria F. Blase
Kevin E. Bryant
William C. Fisher

Number of meetings during fiscal 2021:
6
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
Robert M. Chiusano
John M. Murabito
Jacqueline D. Woods

Number of meetings during fiscal 2021:
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 environmental, social and governance 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
Maria F. Blase (Chair)
Sara E. Armbruster
Kevin E. Bryant
Richard D. Moss

Number of meetings during fiscal 2021:
6
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 in 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
Christopher J. Braun
Robert M. Chiusano
Jacqueline D. Woods

Number of meetings during fiscal 2021:
5
The Human Resources Committee’s duties include: (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, including diversity, equity and inclusion.

The Human Resources Committee is authorized to retain an outside compensation consultant for matters relating to executive compensation. For fiscal 2021, 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. During this review, the Board considered a variety of relevant facts and circumstances, including a review of all 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).
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 Mr. Murabito serves as an executive officer of Cigna, from which we purchased medical insurance benefits for the Chris-Craft business during fiscal 2021. Because the amount involved in these transactions was less than 1% of both the Company’s and Cigna’s annual revenues, and Mr. Murabito was not personally involved in these transactions and he receives no particular benefit related to these transactions, the Board concluded that these transactions did not impair Mr. Murabito’s independence.
Risk Management
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

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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.
While the Board and its committees oversee risk management, the Company's management is responsible for the day-to-day management of risks we face. The Board reviews and monitors our processes for identification, management and mitigation of risk by our management and assesses whether our processes are adequate and functioning as designed. At meetings of the Board, management makes presentations to the Board regarding our business strategy, operations, financial performance, annual budgets, technology and other matters. Many of these presentations include information relating to the challenges and risks to our business and the Board and management actively engage in discussion on these topics. Each of the Board committees also receives reports from management regarding matters relevant to the work of that committee. These management reports are supplemented by information relating to risk from our advisors. 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 of Directors
Risk Oversight

Audit
Committee
Nominating & Governance Committee
Finance Committee
Human Resources Committee
Primary Risk Oversight
Primary Risk Oversight
Primary Risk Oversight
Primary Risk Oversight
Oversees the management of risks related to financial statement integrity and reporting, internal control over financial reporting and the internal audit function; and information security
Oversees the management of risks related to our corporate governance structure; the Board’s succession plans; and ESG matters
Oversees the management of risks related to the Company’s financial condition and capital structure; its financing, acquisition, divestiture and investment transactions; and related matters
Oversees the management of risks related to the Company’s compensation policies and practices; executive compensation program; management succession and development; and human capital management

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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 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 four independent, diverse directors to the Board in the last four years.
Jacqueline D. Woods and Kevin E. Bryant were appointed to the Board effective March 17, 2021. The Nominating and Governance Committee led the process for selecting the director nominees and recommending the selected nominees to the Board. A third-party search firm, Russell Reynolds Associates, assisted the committee with its recruitment efforts and identified Ms. Woods and Mr. Bryant as candidates. Ms. Woods was identified and recommended as a candidate due to a number of factors, including her substantial experience in strategy, branding, and technology. Mr. Bryant was identified and recommended as a candidate because he brings significant experience in operations, strategy, and financial leadership to the Board.
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.
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.
In April 2020, we published our inaugural human rights policy. This 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, and other governance documents are available 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, nominee for director, 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:

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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.
During fiscal 2021, the only related party transactions involved Donald Clark, one of our executive officers, and the brother-in-law of Matthew Miller, who served as an executive officer during fiscal 2021. 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 $900,000 to Three Oaks under its existing lease with Three Oaks, which was entered into on October 2, 2016 and amended on October 4, 2019. In addition, Mr. Clark held equity interests in Barletta Boat Company, LLC and Three Limes, LLC (together, Barletta), which the Company acquired in August 2021. The Company paid approximately $255,000,000 as an upfront payment for Barletta, consisting of $230,000,000 of cash and $25,000,000 of the Company's common stock. The purchase agreement also provides for contingent consideration of up to $50,000,000 in cash and $15,000,000 in the Company's common stock based on achievement of certain financial performance metrics over the next few years. Mr. Clark also entered into a lock-up letter agreement pursuant to which he has agreed that for one year from closing, he will not transfer his shares of the Company's common stock, and he entered into a standstill agreement that prohibits him from taking any hostile actions with respect to the Company. Mr. Clark is entitled to approximately 24% of the total net proceeds from the sale of Barletta, except that Mr. Clark is not entitled to any portion of the $50,000,000 contingent cash consideration. Although Mr. Clark is a member of the Company's executive leadership team, he was excluded from the Company's initial consideration and proposal to acquire Barletta and did not participate in negotiation of the purchase agreement. Mr. Miller’s brother-in-law owns John Mast Construction, a construction business that provided services to Newmar during fiscal 2021. The construction services provided by John Mast Construction were for a construction project that was underway at the time of our acquisition of Newmar. In fiscal 2021, the Company paid a total of $524,378 to John Mast Construction for these construction services. Each of these transactions with Three Oaks, Barletta and John Mast Construction was approved or ratified 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, Suite 150, Eden Prairie, MN 55347 or email: SLBogart@winnebagoind.com. All communications must be accompanied by the following information: (a) if the person submitting the communication is a shareholder, a statement of the number of shares of common stock that the person holds; (ii) if the person submitting the communication is not a shareholder and is submitting the communication to the non-employee directors as an interested party, the nature of the person’s interest in the Company; (iii) any special interest, meaning an interest not in the capacity of a shareholder, of the person in the subject matter of the communication; and (iv) the address, telephone number and e-mail address, if any, of the person submitting the communication. 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.
Anti-Hedging and Anti-Pledging Policy
We adopted a policy that 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. These restrictions also apply to family members of employees and directors and anyone designated to engage in securities transactions on their behalf.

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Proposal 1 – Election of Directors
Our bylaws provide that our Board is comprised of between three and fifteen directors. Ms. Jacqueline D. Woods was elected as a Class I director and Mr. Kevin E. Bryant was elected as a Class II director at a regular meeting of the Board on March 17, 2021, at which time the size of the Board was increased to eleven.
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 Ms. Maria F. Blase, Mr. Christopher J. Braun, Mr. David W. Miles and Ms. Woods for election to serve as Class I directors for three-year terms expiring at the annual meeting following fiscal 2024 and Mr. Bryant for election to serve as a Class II director for a one-year term expiring at the annual meeting following fiscal 2022 to coincide with the expiration of the term of the other Class II directors.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE DIRECTOR NOMINEES.
  

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Director Nominees - Class I (Term Ending 2024)


Maria F. Blase
Age 54
Director since 2018

Committees:
Audit
Finance (Chair)
Skills and Qualifications:
Financial Expertise/Literacy
Executive Leadership
Financial/Capital Allocation
Risk Management
Diversity and Inclusion Strategy
Global Experience
Business Operations
Ms. Blase has more than 28 years of experience with diverse industries, including transport, buildings, services, manufacturing, pharmaceuticals and mining. Most recently, Ms. Blase served as President of the Power Tools and Lifting businesses of Ingersoll Rand, a global industrial manufacturing company, from 2017 until her retirement in February 2021. After joining Ingersoll Rand in 1999, she was promoted to global financial roles of increasing importance, including Chief Financial Officer of the $8 billion Climate Solutions sector. In 2012, she was named President of the HVAC and Transport Latin America business of Ingersoll Rand.

Ms. Blase is a CPA and her previous experience includes various positions at KPMG LLP from 1993 to 1999 in increasing scope and complexity. Ms. Blase brings to the Board extensive experience in international, strategic planning, acquisitions and driving business growth. The Board believes her financial and business expertise add valuable insights to the Board.


Christopher J. Braun

Age 61
Director since 2015

Committees:
Human Resources
Nominating and Governance
Skills and Qualifications:
Executive Leadership
Brand/Product Management
Business Operations
Industry Expertise
Dealer Channel Management
Talent Management
Sales and Marketing
Strategy
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 Corporation, 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.

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David W. Miles

Age 64
Director since 2015
Skills and Qualifications:
Financial Expertise/Literacy
Business Operations
Strategy
Business Ethics
Mergers & Acquisitions
Technology
Financial/Capital Allocation
David W. Miles, a financial adviser, entrepreneur and investor, was elected as Chairman 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 & endowments, and high net worth investors, where he worked for over twenty-three 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. He also brings significant expertise in financial reporting and capital allocation strategy.


Jacqueline D. Woods

Age 59
Director since 2021

Committees:
Human Resources
Nominating and Governance
Skills and Qualifications:
Brand/Product Management
Strategy
Mergers & Acquisitions
Technology
Executive Leadership
Global Experience
Jacqueline D. Woods is the Chief Marketing and Communications Officer at NielsenIQ, an industry leader in global measurement and data analytics, where she is leading the effort to help accelerate its transformation and extend its leadership position in consumer intelligence, market share measurement, e-commerce and omnichannel, a position she has held since November 2019.

Ms. Woods joined NielsenIQ from IBM, a multi-national technology corporation, where she held Chief Marketing Officer roles from 2010 to 2019, most recently as Chief Marketing Officer of the IBM Global Partner Ecosystem Division where she focused on cloud, data, AI, and SaaS technology strategies. Previously, she led strategy, marketing, communications, and offering management as the Chief Marketing Officer of IBM Global Financing.

As Global Vice President of IBM's Server Technology Division, Ms. Woods headed the “Infrastructure Matters” turnaround campaign. As Global Vice President of Oracle, she led their digital transformation, significantly increasing efficiencies and savings.

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.

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Director Nominee - Class II (Term Ending 2022)


Kevin E. Bryant

Age 46
Director since 2021

Committees:
Audit
Finance
Skills and Qualifications:
Strategy
Mergers & Acquisitions
Business Operations
Quality
Lean
Financial Expertise/Literacy
​Kevin E. Bryant is Executive Vice President and Chief Operating Officer of Evergy, a 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 Kansas City Power & Light (KCPL), an operating subsidiary of Evergy, in 2003, Mr. Bryant has held several positions that have drawn on his strategic insight and finance/marketing experience. Prior to his current position, Mr. Bryant served as Vice President of Strategic Planning, President of KLT, a subsidiary of Evergy, and Vice President of Investor Relations and Treasurer. He was named Executive Vice President Finance & Strategy and Chief Financial Officer in 2015. Before joining KCPL, Mr. Bryant held roles at THQ, Inc., UBS and Hallmark Cards, Inc.

Mr. Bryant also serves on the board of directors of the Boys & Girls Club of Greater Kansas City. Mr. Bryant brings financial, operational, business development and energy platform expertise to the Company.
Directors Continuing in Office - Class II (Term Ending 2022)


Robert M. Chiusano

Age 70
Director since 2008

Committees:
Human Resources
Nominating and Governance
Skills and Qualifications:
Executive Leadership
Finance/Capital Allocation
Talent Management
Strategy
Business Operations
Business Ethics
Brand/Product Management
Academia/Education
Robert M. Chiusano has served as a principal in RMC Consulting, LLC, a company focused on leadership development and operational excellence, since 2007. Mr. Chiusano previously served as Executive Vice President and Special Assistant to the Chief Executive Officer and a former Executive Vice President and Chief Operating Officer of both the Government and Commercial Systems business segments of Rockwell Collins, Inc. Mr. Chiusano also served as an adjunct professor in the University of Iowa College of Engineering where he served from 2001 until 2018. Mr. Chiusano is a member of the Coe College Board of Trustees. As the former Chief Operating Officer of both Government and Commercial Systems of Rockwell Collins, Inc., Mr. Chiusano brings senior level business leadership and strategic planning skills and a strong operating background to the Board. As principal of RMC Consulting, LLC, he also brings leadership development and operational excellence skills to the Board. Mr. Chiusano served as our Chairman of the Board from 2016 to June 2019.

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Richard (Rick) D. Moss

Age 63
Director since 2017

Committees:
Audit (Chair)
Finance
Skills and Qualifications:
Financial Expertise/Literacy
Risk Management
Financial/Capital Allocation
Regulatory/Compliance
Executive Leadership
Technology
Mergers & Acquisitions
Cyber Security
​Richard (Rick) D. Moss most recently served as the Chief Financial Officer of Hanesbrands, Inc., a leading global basic apparel manufacturer, from 2011 until his retirement in December 2017. Mr. Moss joined Hanesbrands as Senior Vice President - Finance and Treasurer and had several roles increasing in scope and complexity prior to becoming Chief Financial Officer. Prior to his roles at Hanesbrands, Mr. Moss served as Chief Financial Officer of Chattem Inc., a consumer products company. Mr. Moss has been a director of Nature’s Sunshine Products, Inc. since May 2018 and Hydrofarm Holdings Group, Inc. since November 2020. Mr. Moss also serves on the board of two not-for-profit organizations, as a director for the Center for Creative Economy and as Chairman of the Board of Trustees of The Arts Council of Winston-Salem/Forsyth County. With his many years of experience as a chief financial officer and executive at a public company, Mr. Moss provides the Board expertise in financial and strategic planning, mergers, acquisitions and integration of businesses following mergers and acquisitions, as well as capital allocation strategies and complex financial issues.



John M. Murabito

Age 62
Director since 2017

Committees:
Human Resources (Chair)
Nominating and Governance
Skills and Qualifications:
Executive Leadership
Talent Management
Global Experience
Business Ethics
Mergers & Acquisitions
Diversity and Inclusion Strategy
John M. Murabito has served as Executive Vice President at Cigna Corporation, a global healthcare and insurance company, since joining the company in 2003. In his role as Chief Administrative Officer, he has oversight of Human Resources, Enterprise Marketing, Security and Aviation, and Diversity, Equity & Inclusion, Civic Affairs, and the Cigna Foundation, of which he is the president. As the longest tenured member of the Enterprise Leadership Team, Mr. Murabito is particularly focused on senior leader talent development, strong succession processes, the increasingly important role DEI plays for colleagues, customers, and clients, alike, and ensuring a strategic connection between the Enterprise and Business Marketing teams. Prior to becoming Chief Administrative Officer, Mr. Murabito served as Cigna’s Chief Human Resources Officer for 18 years. Earlier in his career, he served as Senior Vice President of Human Resources and Corporate Services at Monsanto. His background includes nearly 40 years of extensive related experience with the Frito-Lay division of PepsiCo, Symbion, Inc., and The Trane Company. Mr. Murabito serves on the boards of the Human Resources Policy Association and the American Health Policy Institute and is Chair of the Board and a Fellow of the National Academy of Human Resources. He also chairs the Board of Trustees for his alma mater, Augustana College. Mr. Murabito brings strong executive business leadership and talent management expertise to our Board as a 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.

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Directors Continuing in Office - Class III (Term Ending 2023)



Sara E. Armbruster

Director since 2019

Age 50

Committees:
Finance
Human Resources
Skills and Qualifications:
Digital Transformation
Business Operations
Technology
Brand/Product Management
Strategy
Executive Leadership
Sara E. Armbruster is President and Chief Executive Officer of Steelcase Inc., a global office furniture manufacturer, and 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 most recently as Executive Vice President, a role she assumed in April 2021. 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.



William C. Fisher

Age 67
Director since 2015

Committees:
Audit
Nominating and Governance (Chair)
Skills and Qualifications:
Executive Leadership
Cyber Security
Corporate Governance
Technology
Dealer Channel Management
Business Operations
Digital Transformation
Customer Service
William C. Fisher was the Chief Information Officer from 1999 until 2007 of Polaris Industries Inc., a manufacturer of power sports products. He was Vice President and Chief Information Officer from November 2007 until his retirement in February 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.

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Michael J. Happe

Age 50
Director since 2016
Skills and Qualifications:
Executive Leadership
Business Operations
Strategy
Brand/Product Management
Talent Management
Sales and Marketing
Business Ethics
Mergers & Acquisitions
​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 four major acquisitions, including Grand Design RV, Chris-Craft, Newmar, and Barletta Boats, and expanded its industry and geographic footprint. Winnebago Industries’ net sales, net income, RV market share, and total shareholder returns have all grown significantly under Mr. Happe’s leadership, as has the Company’s commitment to corporate responsibility. 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. 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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Director Compensation
The Board approves non-employee director compensation based on recommendations of the Human Resources Committee. Beginning in fiscal 2018 and continuing through fiscal 2021, 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 non-employee directors’ compensation, effective September 1, 2021, as described below.
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:
Annual Board Cash Retainer
$90,000 (increased from $75,000), payable in quarterly installments
Annual Board/New Board Member Equity Retainer
$125,000 value (increased from $110,000) in restricted stock units granted prospectively for the upcoming year
Annual Board Chair Cash Retainer
$80,000 (increased from $45,000), payable in quarterly installments
Annual Committee Chair Cash Retainer
$10,000, except $15,000 for the Audit Committee Chair, payable in quarterly installments
Expense Reimbursements
Reimbursement of reasonable expenses incurred in attending Board and committee meetings
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.

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Director Compensation Table
The following table sets forth the total compensation paid to each non-employee director for fiscal 2021, other than reimbursement for travel expenses:
Director
Fees Earned
or Paid in
Cash(1)(2)
($)
Stock
Awards(3)
($)
All
Other
Compensation(4)
($)
Total
($)
Sara E. Armbruster
75,000
​110,000
​—
185,000
Maria F. Blase
85,000
​110,000
​—
195,000
Christopher J. Braun
75,000
110,000
​—
185,000
Kevin E. Bryant
34,340
49,717(5)
84,057
Robert M. Chiusano
75,000
110,000
​—
185,000
William C. Fisher
85,000
110,000
​—
195,000
David W. Miles
​120,000
110,000
​—
230,000
Richard D. Moss
90,000
110,000
​—
​200,000
John M. Murabito
85,000
110,000
​—
195,000
Jacqueline D. Woods
34,340
49,717(5)
84,057
(1)
Our directors may elect to receive retainer fees in cash or may defer their retainer fees into the Directors’ Deferred Compensation Plan.
(2)
During fiscal 2021, the Chair of the Board received an additional $45,000 retainer per year, the Audit Committee Chair received an additional $15,000 retainer per year, and the Chairs of the other Board committees received an additional $10,000 retainer per year, each of which are reflected in these figures.
(3)
These awards, with the exception of Ms. Woods' and Mr. Bryant's awards, are valued at $54.49 per share, the closing stock price on October 13, 2020, the date of the restricted stock unit grant. Ms. Woods' and Mr. Bryant's awards are valued at $87.53 per share, the closing stock price on March 17, 2021, the date of the restricted stock unit grant.
(4)
None of the directors received perquisites and other personal benefits in an aggregate amount of $10,000 or more.
(5)
Ms. Woods and Mr. Bryant each received a prorated restricted stock unit grant upon their election as a director on March 17, 2021, reflecting the portion of fiscal 2021 that Ms. Woods and Mr. Bryant would serve as a director.

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Non-Employee Director Equity Awards Outstanding as of August 28, 2021
As of August 28, 2021, 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 Compensation Plan described below.
Director
Restricted
Stock Awards /
Units
Deferred
Stock
Units
Sara E. Armbruster
3,599
Maria F. Blase
7,963
Christopher J. Braun
19,703
Kevin E. Bryant
568
Robert M. Chiusano
​32,663
27,290
William C. Fisher
21,756
7,851
David W. Miles
14,703
2,858
Richard D. Moss
13,103
John M. Murabito
11,803
Jacqueline D. Woods
568
235
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 Compensation Plan) for all non-employee directors. A non-employee director can defer all or a portion 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 either 50% or 100% of his or her annual cash retainer amounts to either, but not both, money credits or Winnebago stock units and 100% of his or her equity award as deferred compensation in the form of 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 stock units are units credited in the form of the Company's common stock. The shares of our common stock issued in connection with our Directors’ Deferred Compensation 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 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.

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The Winnebago 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. The directors, however, do not have any rights to vote or dispose of any shares of common stock underlying the Winnebago stock units until their service as a director ends or when he or she reaches the age 69-1/2 while serving as a director.
In the event of a “change of control” of the Company, as defined in the Directors’ Deferred Compensation Plan, a participant generally 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.
Director Annual Equity Grants
The fiscal 2021 equity awards granted in October 2020 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 $300,000, 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. Directors also may elect to defer settlement of their vested restricted stock units until the director’s service to the Company terminates.

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Proposal 2 – Advisory Vote on Executive Compensation
The Dodd-Frank Act requires the Board to provide our shareholders with the opportunity to vote, on a non-binding, advisory basis, on the compensation of our named executive officers (NEOs) as set forth in this proxy statement in accordance with the compensation disclosure rules of the SEC. This proposal is also referred to as the “Say on Pay” vote. At the 2017 annual meeting, the shareholders determined that the Say on Pay vote would be held annually.
As described in the “Compensation Discussion and Analysis” section of this proxy statement, the primary objectives of our executive compensation programs are to attract and retain key executives critical to us; to align the interests of our management with those of our shareholders; to integrate compensation with our business plans; and to reward for both business and individual performance, such that a substantial portion of each executive officer's total compensation potential is a function of performance incentives. The Board believes the compensation of the NEOs outlined in this proxy statement is appropriate based upon the performance of the Company.
While the Board and especially the Human Resources Committee intend to carefully consider the results of the voting on this proposal when making future decisions regarding executive compensation, the vote is not binding on the Company or the Board and is advisory in nature.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING, ON A NON-BINDING, ADVISORY BASIS, FOR APPROVAL OF THE EXECUTIVE COMPENSATION AS OUTLINED IN THIS PROXY STATEMENT FOR THE REASONS DISCUSSED ABOVE.

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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 NEOs. The following individuals are our NEOs for fiscal 2021:
Name
Position
Michael J. Happe
CEO and President
Bryan L. Hughes
CFO, Senior Vice President, Finance, IT and Strategic Planning
Huw S. Bower
President, Winnebago Outdoors
Donald J. Clark
President, Grand Design
Brian D. Hazelton(1)
President, Newmar
(1)
Mr. Hazleton was appointed to President, Newmar effective as of August 27, 2021. Prior to this appointment, Mr. Hazelton served as Senior Vice President, Winnebago-brand RVs.
Executive Summary
Executive Compensation Philosophy and Program Objectives
The Human Resources Committee believes that the most effective compensation program is one that is designed to reward the achievement of our specific annual, long-term and strategic goals, and which aligns executives’ interests with those of our shareholders by rewarding performance above established thresholds, 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 the compensation paid to similarly situated executives of our compensation peer group. Accordingly, 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 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 2021 Performance Highlights
The following are highlights of the Company’s financial performance in fiscal 2021.

Incentive Plan
Performance(1)
Measure
Annual(2)
Long-Term(3)
1-year
3-year(4)
Net Revenue ($ in thousands)
$  3,629,847
N/A
Operating Income ($ in thousands)
$  ​407,421
N/A
Net Working Capital
11.2%
N/A
​Average Return on Invested Capital (Incentive ROIC)
  N/A
17.6%
​Incentive Earnings Per Share (Incentive EPS)
$  ​8.59
$ 14.70
(1)
When determining the level of actual performance for the Long-Term Incentive Plan, the committee excluded the impact of certain events not contemplated when creating the initial targets. No adjustments were made to actual performance metrics for the Annual Incentive Plan (net revenue, operating income and net working capital). The Incentive ROIC metric was adjusted for the Long-Term Incentive Plan to exclude the following: (i) the net financial impacts of the Newmar acquisition, (ii) the transaction costs associated with the acquisitions of Newmar and Barletta, (iii) the pretax inventory step-up costs related to the Newmar acquisition, (iv) restructuring costs and (v) the net assets of Newmar. The Incentive EPS metric was adjusted to exclude the following: (i) pretax acquisition-related costs, (ii) pretax inventory and step-up costs related to the Newmar acquisition, (iii) pretax non-cash interest expense, (iv) restructuring expense, (v) debt-issuance write-off, (vi) the dilution impact of convertible notes which is economically offset by a call/spread overlay that was put in place upon issuance, and (vii) the tax impact of the aforementioned adjustments, as applicable. Incentive EPS differs from Adjusted EPS as it excludes the after-tax impact of adjustments made for incentive purposes, including the gain on sale of property, plant and equipment.
(2)
This column shows the metrics used for the 2021 Officer Incentive Compensation Plan (also called the Annual Incentive Plan), which consist of 50% operating income, 40% net revenue, 10% working capital, and the fiscal 2021 performance stock unit plan, which consists of 100% Incentive EPS.
(3)
This column shows the metrics used for the 2019-2021 Long-Term Incentive Program (LTIP), which consists of 50% average Incentive ROIC and 50% cumulative Incentive EPS. The metrics for 2020-2022 LTIP and the 2021-2023 LTIP also consist of average 50% Incentive ROIC and cumulative 50% Incentive EPS.
(4)
This column shows performance for the period from fiscal 2019-2021.

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Impact of Performance on Fiscal 2021 Compensation
The compensation of our NEOs in fiscal 2021 was directly impacted by our financial performance and total shareholder returns:
Performance Objective
Link to 2021 Compensation
Financial
For Messrs. Happe and Hughes, 65% of the 2021 annual incentive awards was based on achieving targeted levels of net sales (40%), operating income (50%), and net working capital (10%) at the enterprise level. For Messrs. Bower and Hazelton, 65% of the 2021 annual incentive awards was based on achieving targeted levels of net sales (40%), operating income (40%), and net working capital (20%) at the business unit level. The other 35% 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 tied 100% to the pretax net income of the Grand Design business that is part of our Towable segment.
​Payout for the fiscal 2019-2021 LTIP awards was tied 50% to our three-year average Incentive ROIC and 50% to our three-year cumulative Incentive EPS.
​Payout for the fiscal 2021 performance stock unit awards (PSUs) was tied 100% to Incentive EPS.
Total Shareholder Returns
With the exception of Mr. Clark, 58% of our NEO compensation on average was delivered in the form of Company equity awards (68% in the case of our CEO).
15% of the annual equity grants made in fiscal 2021 were in the form of stock options, which only have value to the executive if the value of the Company grows for our shareholders.

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Based on our performance as measured against predefined goals, the 2019-2021 LTIP paid out at 67.9% of target, and the fiscal 2021 Annual Incentive Plan paid out as follows for all NEOs, except for Mr. Clark: 160.0% of target for Mr. Happe, 159.2% of target for Mr. Hughes, 156.0% of target for Mr. Bower, and 159.1% of target for Mr. Hazelton.
Mr. Clark received a cash and stock incentive award of $10,119,403 for fiscal 2021, of which $9,107,463 was paid in cash and $1,011,940 was paid in restricted stock units for fiscal 2021 performance. This represents an 83% increase compared to fiscal 2020, based on the strong performance of Grand Design during fiscal 2021. The cash incentive was paid in four quarterly installments with respect to fiscal 2021, and the restricted stock units were issued in October 2021.
The PSUs paid out at 200% of target based on achievement of Incentive EPS performance results.
Other Pay and Governance Practices
The Company has adopted the following key programs, policies and practices to respond to evolving good 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 fixed and variable pay to reward Company, line of business, and individual performance
✔ Align executive interests with the interests of the shareholders through equity-based awards
✔ Maintain a clawback policy, applicable to our executive officers’ incentive awards, which provides 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 (as of fiscal 2019)
✘ Allow for hedging or speculative trading of Company securities by executives or directors
✘ Reprice options without shareholder approval
✘ Provide significant perquisites
✘ Allow for pledging by our executives and directors
Advisory Vote on Executive Compensation
At our 2020 annual meeting of shareholders, our shareholders voted to approve on an advisory basis the compensation of our NEOs. 98.3% of the votes cast with respect to this proposal were cast for approval of our NEOs’ compensation. The Human Resources 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.

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Elements of Fiscal 2021 Compensation
The table below lays out the fiscal 2021 compensation elements for all NEOs other than Mr. Bower and Mr. Clark, neither of whom were eligible for the PSUs specific to fiscal 2021.
 
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
For fiscal 2021, the metrics for Messrs. Happe
and Hughes included:
• 65% financial objectives (enterprise level)
   40% Net Sales
   50% Operating Income
   10% Net Working Capital
• 35% Individual Objectives
Payouts range from 0%-200% of a pre-determined target value
For fiscal 2021, the metrics for Messrs. Bower and Hazelton included:
• 65% financial objectives (business unit
    level)
   40% Net Sales
   40% Operating Income
   20% Net Working Capital
• 35% Individual Objectives
Incentivizes achievement of key annual objectives at an enterprise-wide or individual business unit level - driving progress towards achievement of long-term initiatives
Paid in Equity
Performance Share Units / Long-Term Incentive Program (LTIP) - Annual
50% of all annual equity awards
For the fiscal 2021-2023 performance period, payouts are tied to performance against pre-determined goals across a three-year performance period
The metrics consist of:
• 50% Average Incentive ROIC
• 50% Cumulative 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 ten 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
PSUs - Fiscal 2021 Only
​For fiscal 2021, a particular PSU grant was made with payouts tied to performance against pre-determined goals across a one-year performance period, which pays out 50% following the performance period and 50% a year later, subject to continued employment. The performance metric is 100% Incentive EPS. Payouts range from 0%-200% of a pre-determined target value
Performance-based program for Messrs. Happe, Hughes and Hazelton to incentivize Incentive EPS goals and provide a retention component

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In connection with our acquisition of Grand Design, we entered into an employment agreement with Mr. Clark in November 2016, which expired per its terms on August 31, 2019. On June 19, 2019, we entered into an amended and restated employment agreement with Mr. Clark which extended his employment term to August 31, 2023. Under both the previous and current employment agreements, Mr. Clark is paid an annual base salary of $400,000, and is 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 100% dependent on pretax net income performance of the Grand Design business, a part of our Towable segment. Any incentive bonus earned under the Grand Design MIP is payable as follows: 95% in cash and 5% in restricted stock units of the Company (fiscal 2020); 90% in cash and 10% in restricted stock units (fiscal 2021); and 85% in cash and 15% in restricted stock units (fiscal 2022). Any restricted stock units issued under the Grand Design MIP are subject to a 3-year vesting schedule. 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 between 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 2021, 85% of our CEO’s total target compensation and 77% 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 2021 total target compensation, as well as the components of the average total target compensation for our other NEOs in fiscal 2021, excluding Mr. Clark. Total target compensation includes current fiscal 2021 annualized base salary, target annual incentive compensation, and the grant date fair value of our annual equity grants made in fiscal 2021, 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, but the committee makes all decisions.
In October 2020, the committee approved annual incentive performance objectives for fiscal 2021 based upon the business plan for the year. In October 2020, the committee granted long-term incentive awards to our executive officers under the 2019 Omnibus Incentive Plan (the 2019 Plan), which was approved by the shareholders at the 2018 annual meeting, including annual LTIP performance share units, stock options, and restricted stock units, as well as certain PSUs specific to fiscal 2021. After the completion of fiscal 2021, the committee (i) approved 2021 annual incentive for our NEOs based on achievement of the performance objectives established at the beginning of the year, (ii) certified achievement of performance objectives with respect to the LTIP performance share awards granted to then-current executives in fiscal 2019 that had a performance period running from fiscal 2019-2021 and (iii) certified achievement of performance objectives for the PSUs specific to fiscal 2021.
Role of the Compensation Consultant
The Human Resources Committee retained Semler Brossy as its independent executive compensation consultant for fiscal 2021.
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 2021 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 annually 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. This recommendation is considered by the committee, which makes its own ultimate 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 LTIP program design and target award levels for the NEOs and other employees eligible to receive annual incentive awards.
Pay Positioning and Compensation Peers
When setting fiscal 2021 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 resources made available to the committee to assist it in setting executive compensation levels. The committee does not use the median as a formula to determine compensation or as a fixed target.
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 2021, the committee used the following set of companies that were determined to have similarly sized revenues and market values.
Compensation Peers
Altra Industrial Motion
Patrick Industries
Blue Bird
Polaris
Brunswick
REV Group
Cooper-Standard
Shyft (formerly known as Spartan Motors)
​Donaldson Company
Standard Motor Products
​Federal Signal
Tennant Company
Harley-Davidson
The Timken Company
Hyster-Yale
​The Toro Company
LCI Industries
​Thor Industries
Malibu Boats
Wabash National
Meritor

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Based on a review conducted by Semler Brossy, the committee made the following changes to the peer group for setting compensation levels for fiscal 2022 with the intent to better reflect our current business dynamics:
Removed (2 companies)
Added (1 company)
BlueBird
​Oshkosh
​Shyft
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 2021 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 2020, 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 2021:
Name
Fiscal 2021
Salary
($)
Fiscal 2020
Salary
($)
​Percentage
Increase
(%)
Michael J. Happe
900,000
900,000
Bryan L. Hughes
525,000
507,000
3.6
​Huw S. Bower
550,000
N/A(1)
​N/A
Donald J. Clark
400,000
  400,000
Brian D. Hazelton
512,500
491,500
​4.3
(1)
Mr. Bower joined the Company in October 2020.

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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 annual 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 2021 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 2021 OICP
Net sales, 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 2021. The committee selected these as key performance metrics because they are closely aligned with the business strategy. These metrics are described further below.
Enterprise-wide financial performance metrics (65% of OICP for Messrs. Happe and Hughes):
Net Sales (40%) - focuses on overall enterprise and business unit growth and also drives customer focus
Operating Income (50%) - reinforces the importance of profitable growth across the Company
Net Working Capital (10%) - helps measure overall financial health of the Company
Business unit financial performance metrics (65% of OICP for Messrs. Bower and Hazelton):
Net Sales (40%) - focuses on business unit growth and also drives customer focus
Operating Income (40%) - reinforces the importance of profitable growth
Net Working Capital (20%) - helps measure overall financial health
Given the uncertainty associated with COVID-19, the committee approved structuring the fiscal 2021 OICP into two 6-month financial performance periods and one 12-month financial performance period representing the full fiscal year 2021. The OICP for the two 6-month financial performance periods were each weighted at 30% of the total OICP weighting, and the 12-month financial performance period was weighted at 40% of the total OICP weighting. The payout for each of the 6-month financial performance periods was “banked” and paid out following the end of the fiscal year, along with the payout results for the 12-month financial performance period. Employees had to be employed on the date of payment, following the end of the fiscal year, in order to receive any OICP payments.
For corporate NEOs, Messrs. Happe and Hughes, the OICP financial metrics were measured against enterprise-wide performance. For business unit heads, including Messrs. Bower and Hazelton, the OICP financial metrics were measured against specific business unit performance. Mr. Clark does not participate in the OICP.
Individual objectives (35% of the OICP for Messrs. Happe, Hughes, Bower and Hazelton) provide actionable and measurable objectives controllable by the individual to achieve financial and non-financial goals. The individual objectives were established for the full 12-month performance period.
Individual goals for our NEOs during fiscal 2021 included the following:
For Mr. Happe, to continue to strengthen an inclusive, high-performance culture, build exceptional outdoor lifestyle brands, create a lifetime of customer loyalty, drive operational excellence and portfolio synergy, and use technology and information to drive business growth.

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For Mr. Hughes, to continue to build and grow the enterprise finance function, progress the strategic planning cycle, oversee process improvement and business intelligence opportunities and develop the information technology organization and vision.
For Mr. Bower, to oversee the restructuring of the motor home and towables businesses, develop strategic frameworks to evaluate the adjacency growth landscape, establish connectivity and electrification programs, and promote diversity, equity and inclusion.
For Mr. Hazelton, to drive brand and channel synergies for the motor home and towables businesses, optimize and automate business processes, enhance product strategy for the towables business and establish dedicated core teams and near-term objectives to support connectivity and electrification programs.
In October of 2021, the committee evaluated performance against the established OICP financial performance metrics and determined that the net sales and operating income metric thresholds were exceeded and that the net working capital metric was achieved, resulting in a 187% payout for these metrics.
The tables below reflect the fiscal 2021 OICP financial metric payout thresholds and targets for each period as well as our performance against these metrics ($ in thousands):
Enterprise-Wide Financial Performance Metrics (65% of the OICP for Messrs. Happe, Hughes, Bower and Hazelton) for the Full 12-Month Fiscal Year Period(1)(2)(3)
Metric
Weight
Threshold
(25%
Payout)
Target
(100%
Payout)
Maximum
(200%
Payout)
Fiscal 2021
Performance
Actual
Payout %
(Weighted)
Net Sales
40.0%
$ 2,637,200
​$3,040,600 — 3,164,700
$3,412,900
​$ 3,629,847
80.0%
Operating Income
50.0%
$ 169,800
​$218,800 — 234,000
$260,300
​$ 407,421
​100.0%
Net Working Capital
10.0%
12.3%
​10.9% — 10.5%
9.6%
11.2%
8.5%
Total Payout Percentage
188.5%
40% of Total Percentage
75.4%
(1)
Each of the NEOs, other than Mr. Clark, also has 35% of his target bonus opportunity tied to individualized annual objectives, which are assessed by the CEO (or, the committee, in the case of the CEO), and the proposed bonus amount is approved by the committee.
(2)
Messrs. Bower’s and Hazelton's financial performance is based upon the Winnebago Outdoors and Winnebago-branded RV business units, respectively; and the financial performance metrics are weighted: (1) 40% Net Sales; (ii) 40% Operating Income; and (iii) 20% Net Working Capital.
(3)
The 12-month fiscal year OICP period is weighted at 40% of the overall OICP weighting.
Enterprise-Wide Financial Performance Metrics (65% of the OICP for Messrs. Happe, Hughes, Bower and Hazelton) for the First Six-Month Fiscal Year Period(1)(2)(3)
Metric
Weight
Threshold
(25%
Payout)
Target
(100%
Payout)
Maximum
(200%
Payout)
Fiscal 2021
Performance
Actual
Payout %
(Weighted)
Net Sales
40.0%
$1,238,100
​$1,427,458 — 1,485,722
$ 1,602,200
​$1,633,017
80.0%
Operating Income
50.0%
$71,610
​$93,490 — 97,500
$  ​109,800
​$ 184,989
​100.0%
Net Working Capital
10.0%
14.4%
​12.8% — 12.3%
11.3%
13.9%
4.8%
Total Payout Percentage
184.8%
30% of Total Percentage
55.4%
(1)
Each of the NEOs, other than Mr. Clark, also has 35% of his target bonus opportunity tied to individualized annual objectives, which are assessed by the CEO (or, the committee, in the case of the CEO), and the proposed bonus amount is approved by the committee.
(2)
Messrs. Bower’s and Hazelton’s financial performance is based upon the Winnebago Outdoors and Winnebago-Brand RVs business units, respectively; and the financial performance metrics are weighted: (i) 40% Net Sales, (ii) 40% Operating Income and (iii) 20% Net Working Capital.
(3)
The first 6-month fiscal year OICP period is weighted at 30% of the overall OICP weighting.

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Enterprise-Wide Financial Performance Metrics (65% of the OICP for Messrs. Happe, Hughes, Bower and Hazelton) for the Second Six-Month Fiscal Year Period(1)(2)(3)
Metric
Weight
Threshold
(25%
Payout)
Target
(100%
Payout)
Maximum
(200%
Payout)
Fiscal 2021
Performance
Actual
Payout %
(Weighted)
Net Sales
40.0%
$1,399,100
​$1,613,100 — 1,679,000
$1,810,600
​$ 1,996,830
80.0%
Operating Income
50.0%
$  98,200
​$125,300 — 136,500
$ 150,500
​$ 222,432
​100.0%