Christina Hennington
THOR INDUSTRIESAbout Christina Hennington
Christina Hennington (age 50) has served on THOR Industries’ Board since 2021 and is an independent director. She is a seasoned retail executive and corporate strategist, formerly EVP & Chief Strategy & Growth Officer at Target Corp., with a BA from Cornell University and an MBA from Northwestern’s Kellogg School of Management . Her board tenure is approximately 4 years (2021–2025), with independence affirmed under NYSE standards and THOR’s Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Target Corp. | EVP & Chief Strategy & Growth Officer | Jun 2024 – Aug 2025 | Led growth strategy, partnerships, and technology acceleration |
| Target Corp. | EVP & Chief Growth Officer | Feb 2021 – Jun 2024 | Member of leadership team, various roles from 2003–2021 |
| Various (consulting, risk management, technology) | Executive/Strategist | ~30 years career | Corporate strategy, operating leadership across large global organizations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aspen Institute | Henry Crown Fellow | Not disclosed | Leadership fellowship recognition |
| Second Harvest Heartland | Board Chair (prior) | Not disclosed | Prior non-profit board service |
| Other non-profits | Board member (prior) | Not disclosed | Several non-profit boards (not enumerated) |
Board Governance
- Committee assignments: Compensation and Development Committee; Environmental, Social, Governance & Nominating (ESG&N) Committee .
- Independence: Independent director under NYSE and THOR standards; Board comprised of 8 of 9 independent directors in FY2025 .
- Attendance: Board held 6 meetings; C&D held 8; ESG&N held 4. No director with a committee assignment attended less than 94% of combined board+committee meetings; no director missed more than one full board meeting; all directors attended the 2024 Annual Meeting .
- Board leadership and evaluation: Independent Chairman (Andrew Graves); annual Board and Committee self-assessments; majority voting standard with resignation policy if a director fails to receive a majority of votes .
- Executive sessions: Independent directors meet without Management; executive sessions occur after each Audit, Compensation, and Board meeting .
- Stock ownership guidelines: Directors must hold 4x annual cash retainer; all Board members are in compliance or on track within the required timeline (5 years) .
- Risk oversight: ESG&N oversees governance and sustainability; Compensation & Development oversees compensation design and succession; Audit oversees financial controls and related-party transactions .
Fixed Compensation (Director)
| Item | FY2025 Amount | Details |
|---|---|---|
| Annual cash retainer | $170,000 | Paid quarterly; committee member (not chair) |
| Committee chair fees | $0 | Only chairs receive additional retainers (Audit $25k; C&D/ESG&N $20k) |
| Options | $0 | No options awarded to directors |
| Total cash compensation | $170,000 | As disclosed for Hennington |
Performance Compensation (Director)
| Item | Grant Date | Amount | Vesting/Terms |
|---|---|---|---|
| Director Stock Award | Oct 8, 2024 | $129,942 | Directors receive annual equity grants; minimum 1-year vesting in plan; no dividends on unvested units per plan; double-trigger change-in-control vesting for assumed awards |
Note: THOR’s equity plan prohibits repricing without shareholder approval, includes a robust clawback, prohibits excise tax gross-ups, and caps non-employee director annual equity grant fair value at $500,000 .
Executive Pay Plan Metrics (Committee Oversight context)
| Metric | FY2025 Target/Definition | FY2025 Actual/Mechanics |
|---|---|---|
| Company Adjusted NBT (for MIP and 90% of RSUs) | Target $277,812,000; non-GAAP adjustments to GAAP pre-tax income (LIFO, FX, non-controlling interests) | Actual $304,760,000; MIP paid as % of Adjusted NBT; RSUs 90% tied to Adjusted NBT |
| Non-financial metrics (for 10% of RSUs) | Employee engagement/retention; leadership development (North America) | 10% of RSUs contingent on achieving these metrics |
| PSU metrics (3-year cycle) | ROIC and FCF, measured over FY2025–FY2027 | Payout schedule: <50% target=0%; 50–150%=linear; >150%=200% |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Hennington other than THOR .
- Interlocks/conflicts: Compensation & Development Committee confirmed no interlocks or insider participation issues in FY2025 . Audit Committee reported no related-party transactions requiring disclosure in FY2025 .
Expertise & Qualifications
- Strategic growth, large-scale commercial operations, partnerships, and technology adoption to accelerate performance; nearly 30 years across retail, consulting, risk management, and technology .
- Education: BA (Cornell University); MBA (Kellogg School of Management, Northwestern) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Christina Hennington | 5,084 | ~0.0096% (5,084 ÷ 52,838,664) (numerator/denominator: ) | Shares include those exercisable/vestable within 60 days; guidelines require 4x cash retainer; all directors in compliance/on track |
Governance Assessment
- Committee effectiveness: Active roles on Compensation & Development and ESG&N committees align with her strategic and organizational expertise; governance structures are robust (independent chair, majority voting, annual evaluations) .
- Investor confidence signals:
- Strong say-on-pay support (97% in 2024), indicating alignment of pay program overseen by her committee with shareholder expectations .
- Clawback policy exceeds SEC requirements; anti-hedging/pledging policy enforced for directors, reducing alignment risk .
- No related-party transactions identified; clean Section 16(a) compliance for FY2025 (one late Form 4 by another director, not Hennington) .
- Director pay mix and alignment: Balanced cash retainer with annual equity grants; non-employee director equity capped by plan; minimum vesting periods; no options; no repricing; no excise tax gross-ups—good alignment and governance hygiene .
- Attendance/engagement: High aggregate attendance; directors with committee assignments (including Hennington) attended ≥94% combined meetings; executive sessions at each meeting support independent oversight .
Potential RED FLAGS (none material disclosed):
- Overboarding: Not indicated; THOR states no directors serve on an excessive number of outside boards .
- Conflicts: No related-party transactions involving Hennington; prior employment at Target presents no apparent supplier/customer conflict with THOR’s RV business .
- Ownership alignment shortfalls: Directors broadly comply or are within timeline for ownership guidelines; Hennington’s reported holdings appear modest vs. guideline but compliance assessed on value, not only share count, and Board reports compliance/on-track status .