Andrew Graves
THOR INDUSTRIESAbout Andrew Graves
Andrew E. Graves, age 66, is the Independent Chairman of the Board of Thor Industries (THO). He has served as a director since 2010 and was appointed Chairman in August 2019, with extensive operating leadership experience in consumer durables distributed via dealer networks . Prior roles include CEO of Motorsport Aftermarket Group (2015–2018), President of Brunswick Boat Group (2005–2014), President of Dresser Flow Solutions (2003–2005), and President/COO of Federal Signal Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Motorsport Aftermarket Group | Chief Executive Officer | Jan 2015–Aug 2018 | Led manufacturer/distributor/online retailer in powersports |
| Brunswick Boat Group (NYSE: BC) | President | 2005–2014 | Oversaw marine consumer durables via dealer networks |
| Dresser Flow Solutions | President | 2003–2005 | Led flow control products, measurement systems, power systems |
| Federal Signal Corporation | President & Chief Operating Officer | Not disclosed | Executive leadership of diversified industrial business |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tiara Yachts | Director | Not disclosed | Marine OEM; no THO-related party transactions disclosed |
| American Chemet Corporation | Director | Not disclosed | Specialty chemicals; no THO-related party transactions disclosed |
Board Governance
- Role and independence: Independent Chairman; the Board separates Chair and CEO roles . THO’s FY2025 Board included 8 of 9 independent directors; Graves is independent .
- Committee assignments: As Chairman, Graves is not listed on Audit, Compensation & Development, or ESG&N committees . Committee chairs: Audit—William J. Kelley Jr.; Compensation & Development—Amelia A. Huntington; ESG&N—Christopher Klein .
- Attendance and engagement: In FY2025, the Board met 6 times; directors attended 96% in aggregate; no director with committee assignments attended less than 94%; all directors attended the 2024 Annual Meeting . Independent directors meet in executive session after each Audit, Compensation & Development, and Board meeting .
- Shareholder communications: Communications to independent directors may be sent to Graves (Independent Chairman) via the Corporate Secretary; Graves forwards appropriate items to the Board .
- Accountability and refresh: Majority voting with resignation policy if a nominee fails to receive a majority; mandatory annual resignation submission at age 72; proxy access up to 20 shareholders at 3% for 3 years .
- Investor confidence signals: 2024 director election support for Graves—45,576,407 FOR vs 157,489 WITHHELD; Say-on-Pay passed (44,324,796 FOR) .
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $170,000 | Paid quarterly |
| Chairman Additional Cash Retainer | $250,000 | Paid quarterly |
| Audit Committee Chair Retainer | $25,000 | Paid quarterly (not applicable to Graves) |
| Compensation & Development Chair Retainer | $20,000 | Paid quarterly (not applicable to Graves) |
| ESG&N Chair Retainer | $20,000 | Paid quarterly (not applicable to Graves) |
| Graves’ FY2025 Cash Fees | $420,000 | Sum of director + chair retainer for Chairman |
Performance Compensation
| Equity Component | Grant Date | FY2025 Amount | Instrument/Notes |
|---|---|---|---|
| Director Stock Award | Oct 8, 2024 | $129,942 | Annual director stock award; no options granted |
| Options | N/A | $0 | No option awards to directors in FY2025 |
Other Directorships & Interlocks
| Company | Relationship to THO | Interlock/Conflict Considerations |
|---|---|---|
| Tiara Yachts | Unrelated marine OEM | No related-party transactions identified in FY2025 proxy |
| American Chemet Corporation | Specialty chemicals | No related-party transactions identified in FY2025 proxy |
Expertise & Qualifications
- Extensive executive leadership across consumer durable industries with dealer distribution networks; brings strategy, operations, M&A experience to THO’s boardroom .
- Independent board leadership as Chairman, supporting governance separation of powers .
Equity Ownership
| Metric | As of Oct 20, 2025 | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 23,132 | Less than 1% of outstanding shares |
| Ownership Guidelines (Directors) | 4x annual cash retainer | Compliance expected within 5 years; board/NEOs either compliant or on track |
| Hedging/Pledging | Prohibited | Anti-hedging, short sale, pledging policy for directors/officers |
| Options Held | None | No director option awards in FY2025 |
Governance Assessment
- Strengths
- Independent Chairman (Graves) and majority-independent board; separated Chair/CEO roles .
- Strong attendance and regular executive sessions of independent directors .
- Robust shareholder rights: majority voting with resignation policy; proxy access; no poison pill .
- Pay governance: clawback policy compliant with SEC; anti-hedging/pledging; double-trigger change-in-control vesting .
- Transparent director pay structure—cash retainer plus equity; no options; reasonable chair fees; Graves total $549,942 (cash $420,000; stock $129,942) .
- Shareholder support: high FOR votes for Graves’ re-election and Say-on-Pay approval at 2024 meeting .
- Risks/Red Flags
- Related-party transactions: None identified for FY2025; a positive signal .
- Outside boards: Graves sits on two boards (Tiara Yachts; American Chemet); company discloses no directors serve on an excessive number of outside boards .
- Mandatory resignation threshold at age 72; Graves at 66—below threshold .
Overall, Andrew Graves’ independent chairmanship, strong attendance record, and clean related-party posture support board effectiveness and investor confidence, with alignment via director equity and strict anti-hedging/pledging policies .