Amelia Huntington
THOR INDUSTRIESAbout Amelia A. Huntington
Amelia A. Huntington, age 59, has served as an independent director of THOR Industries since October 2018 and currently chairs the Compensation and Development Committee while also serving on the Audit Committee . She was CEO of Philips Lighting Americas until January 2018, following a global CEO assignment for Professional Lighting Solutions in Amsterdam; prior to Philips, she spent 22 years at Schneider Electric, including COO of Schneider Electric North America and CEO of Juno Lighting Group . Her outside directorships include Duchossois Capital Management and S&C Electric Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Philips Lighting Americas | Chief Executive Officer | Until Jan 2018 | Led a leading manufacturer of lighting solutions |
| Philips Lighting – Professional Lighting Solutions (Amsterdam) | Chief Executive Officer | Pre-2018 | Global leadership assignment |
| Schneider Electric | Senior leadership including COO, North America | 22 years | Operational leadership; transformation; CEO of Juno Lighting Group subsidiary |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Duchossois Capital Management | Director | Not disclosed | Private company directorship |
| S&C Electric Company | Director | Not disclosed | Private company directorship |
Board Governance
- Committee assignments: Chair, Compensation & Development Committee; Member, Audit Committee .
- Independence: Board determined all committee members (including Audit) are independent; Board comprised predominantly of independent directors (8 of 9) in FY 2025 .
- Attendance and engagement: Board held 6 meetings; Directors attended 96% in aggregate; no director with committee assignments attended <94%; no director missed more than one board meeting; independent directors meet in executive session after each Board, Audit, and Compensation meeting .
- Committee meetings FY 2025: Audit (8); Compensation & Development (8); ESG&N (4) .
- Risk oversight: Audit oversees financial controls, compliance, internal audit, and related-party transaction reviews; Compensation & Development oversees compensation risks, succession planning; ESG&N oversees governance and sustainability .
- Governance practices: Annual self-evaluations; stock ownership/retention guidelines; prohibition on derivative trading, hedging, and pledging for Section 16 officers and directors; “no‑fault” clawback policy compliant with SEC rules; double‑trigger change‑of‑control; no poison pill; mandatory resignation policy age ≥72; proactive shareholder engagement; committee charters updated in FY 2025 and posted on website .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (Director) | $170,000 | Payable quarterly |
| Committee Chair retainer (Comp & Dev) | $20,000 | Payable quarterly |
| Fees Earned or Paid in Cash (Total) | $190,000 | Huntington’s FY2025 cash fees |
| Equity Stock Award (grant-date value) | $129,942 | Directors were awarded stock on Oct 8, 2024 |
| Total Director Compensation (FY2025) | $319,942 | Cash + equity value |
- Compensation mix: Cash ≈ 59.4% ($190,000) vs Equity ≈ 40.6% ($129,942) for FY2025, based on reported amounts .
Performance Compensation
| Plan Element | Metric(s) | Measurement Period | Payout Structure |
|---|---|---|---|
| Management Incentive Plan (MIP) | Company Adjusted NBT | Annual | Linear sharing vs target; no steep curves |
| RSUs (NEO LTI) | 90% based on Company Adjusted NBT; 10% non‑financial metrics (employee engagement, retention, leadership development in North America) | 1‑year performance; 3‑year vesting | Time‑based vesting; governance policies (clawback; no hedging/pledging) apply |
| PSUs (NEO LTI) | ROIC (50%); FCF (50%) vs forecast | 3‑year | <50% realization → 0%; 50–150% linear; >150% → 200% payout |
| Equity Plan Features | Double trigger for CoC; min 1‑year vest; no excise tax gross‑ups; no dividends on unvested; no option/SAR repricing without shareholder approval | Plan-level | Adopted governance provisions; Amended & Restated Equity and Incentive Plan |
Note: Director equity awards are reported as grant-date value; number of units and vesting specifics for directors were not disclosed in the proxy beyond plan-level features .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Other public company boards | Not disclosed for Huntington; listed outside roles are at private companies (Duchossois Capital Management; S&C Electric) |
| Committee interlocks | Compensation & Development Committee comprised of independent directors; no interlocks or insider participation requiring disclosure; no reciprocal board/comp committee relationships with THO executives in FY2025 |
| Related‑party transactions | Audit Committee identified no related‑party transactions for FY2025 |
Expertise & Qualifications
- Multinational operations and business transformation/strategy experience (Philips, Schneider), with prior COO and subsidiary CEO roles .
- Serves on Audit Committee but is not designated an “audit committee financial expert” (experts identified: Kelley, Hurd, Klein) .
- Governance leadership as chair of Compensation & Development Committee, with active oversight of succession, pay‑risk mitigation, and consultant engagement (WTW) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 9,349 shares as of Oct 20, 2025 |
| Shares outstanding (reference) | 52,838,664 as of Oct 20, 2025 |
| Ownership % of outstanding | ~0.018% (9,349 / 52,838,664) |
| Hedging/pledging | Prohibited for Section 16 officers and directors per policy |
| Stock ownership guidelines | Company discloses director and NEO ownership/retention guidelines (specific multiples not disclosed) |
Governance Assessment
- Strengths: Independent status; active committee leadership (Comp & Dev chair; Audit member); strong attendance norms (≥94% for any director with committee assignments; 96% aggregate); executive sessions at each meeting; robust governance framework (clawback, no hedging/pledging, double‑trigger CoC, no poison pill, mandatory resignation policy) .
- Alignment and oversight: Compensation program emphasizes performance-based pay and multi-year PSU metrics (ROIC, FCF); use of independent consultant (WTW); explicit compensation risk mitigation; no compensation committee interlocks; no related‑party transactions identified .
- Ownership/signals: Beneficial ownership of 9,349 shares; policy guardrails against hedging/pledging support alignment; director equity awards delivered annually (Oct 8, 2024 grant) .
- RED FLAGS: None identified in FY2025 related to attendance, interlocks, related‑party exposure, or shareholder‑unfriendly practices (e.g., tax gross‑ups, repricing) given plan governance provisions and Audit Committee findings .