Christopher Klein
THOR INDUSTRIESAbout Christopher Klein
Christopher Klein (age 62) has served as an independent director of THOR Industries since 2017, currently chairing the Environmental, Social, Governance & Nominating (ESG&N) Committee and serving as an Audit Committee member and financial expert . He is the retired CEO (2010–Jan 2020) and Executive Chairman (to Dec 2020) of Fortune Brands Home & Security; prior roles include corporate strategy and operating positions at Bank One, partner at McKinsey & Company, and earlier commercial banking roles at ABN AMRO and First Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortune Brands Home & Security, Inc. | CEO; Executive Chairman | CEO 2010–Jan 2020; Executive Chairman to Dec 2020 | Public company CEO experience; treasury/consulting background cited as Board asset |
| Fortune Brands, Inc. | Corporate strategy, business development, operations | Joined 2003 | Built operating and strategic expertise prior to CEO appointment |
| Bank One Corporation | Strategy and operating positions | Not disclosed | Financial-services operating expertise |
| McKinsey & Company | Partner | Not disclosed | Top-tier consulting and strategic leadership experience |
| ABN AMRO; First Chicago | Commercial banking (early career) | Not disclosed | Foundational banking/treasury skills |
External Roles
| Company | Role | Notes |
|---|---|---|
| Vontier, Inc. | Director | Current public company directorship |
| W.W. Grainger, Inc. | Director | Current public company directorship |
Board Governance
- Committee assignments: ESG&N Chair; Audit Committee member and audit committee financial expert .
- Independence: THOR’s Board had 8 of 9 independent directors in FY2025; Klein is independent .
- Attendance/engagement: Board held 6 meetings; directors attended 96% in aggregate; no director with committee assignment attended <94% of combined Board + Committee meetings; no director missed more than one full Board meeting; all directors attended the 2024 Annual Meeting .
- Leadership structure: Independent Chairman (Andrew E. Graves); committees fully independent; annual Board/committee self-assessments .
- Executive sessions: Independent directors meet in executive session after each Audit, Compensation & Development, and Board meeting .
- Committee activity levels: FY2025 meetings—Audit: 8; Compensation & Development: 8; ESG&N: 4 .
Fixed Compensation
| Component (FY2025) | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $170,000 | Non-employee director retainer (paid quarterly) |
| ESG&N Committee Chair fee | $20,000 | Additional annual chair retainer (paid quarterly) |
| Total cash fees | $190,000 | Sum of retainer + chair fee |
| Meeting fees | — | Not disclosed in proxy |
Performance Compensation
| Equity Component | Grant Date | Grant-Date Fair Value (USD) | Vesting/Features |
|---|---|---|---|
| Director Stock Award | Oct 8, 2024 | $129,942 | Minimum 1-year vesting; no dividends on unvested awards; double-trigger vesting on change in control; clawback applies |
- Options/SARs: None granted to directors in FY2025; policy prohibits repricing without shareholder approval .
Other Directorships & Interlocks
| External Board | Potential Interlocks/Conflicts | Company Disclosure |
|---|---|---|
| Vontier, Inc.; W.W. Grainger, Inc. | Not disclosed as related-party transactions with THOR | Audit Committee identified no related-party transactions requiring Item 404 disclosure in FY2025 . Company states no directors serve on an excessive number of outside boards . |
Expertise & Qualifications
- Audit committee financial expert designation; deep fiscal and risk oversight experience .
- Public company CEO/Executive Chairman leadership; treasury and consulting background considered Board assets .
- Governance oversight: ESG&N Chair responsibilities include governance guidelines, director selection/refreshment, independent director compensation review, and overseeing the Sustainability Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| Christopher Klein | 10,304 | <1% | 10,112 direct; 118 tenancy-in-common in revocable trusts; 37 + 37 in two irrevocable child trusts (Klein advisor) |
- Stock ownership guidelines: Directors must hold 4x annual cash retainer; all Board members are in compliance or on track within required timeline .
- Hedging/pledging: Prohibited for directors; anti-hedging/short sale/pledging policy in place .
Governance Assessment
- Strengths: Independent director with audit financial expert credentials; chairs ESG&N with clear governance remit; strong attendance culture; robust anti-hedging/pledging and clawback policies; annual self-evaluations; proxy access and majority voting standards support accountability .
- Compensation alignment: Director pay is balanced (cash retainer + equity), equity subject to minimum vesting and clawback; director compensation limit $500,000 fair value per year enhances discipline .
- Shareholder signals: 2024 Say-on-Pay approved at 97%, indicating broad support for compensation governance; continued shareholder engagement noted .
- Conflicts/related-party exposure: None identified for FY2025; Audit Committee reviews and must approve any such transactions; independent committees can hire advisors .
- RED FLAGS: None apparent—no delinquent Section 16 filings for Klein (one late filing noted for Orthwein gift), no pledging/hedging, no option repricing; monitor potential time/attention risks from multiple external boards though company states no excessive outside board service .