Colleen Zuhl
THOR INDUSTRIESAbout Colleen Zuhl
Senior Vice President and Chief Financial Officer of THOR Industries; age 59; Certified Public Accountant. Joined THOR in June 2011, served as Director of Finance, Interim CFO, Vice President & Controller, and has been CFO since October 2013 . Fiscal 2025 company performance under her finance leadership: net sales $9.58B, net income $258.6M, diluted EPS $4.84, and cash from operations $577.9M; stock price moved from $106.14 at fiscal-year start to $90.99 at year-end; THOR exceeded revised guidance on sales and EPS and met gross margin guidance . Pay-versus-performance TSR measure shows $88.05 for 2025 using SEC methodology; Company Adjusted NBT was $304.8M vs $277.8M target and is the core compensation driver .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| THOR Industries | Director of Finance | Jun 2011–Oct 2012 | Finance leadership during integration and industry cycles |
| THOR Industries | Interim CFO | Oct 2012–Feb 2013 | Bridged finance leadership; prepared for permanent CFO transition |
| THOR Industries | VP & Controller | Feb 2013–Oct 2013 | Strengthened controls and reporting |
| THOR Industries | VP & CFO | Oct 2013–present | Oversees global finance and capital allocation |
| THOR Industries | SVP & CFO | Current title | Senior executive leadership on capital allocation and risk |
| All American Group (Coachmen Industries) | CFO | Aug 2006–Jun 2011 | Led finance at RV/manufactured housing company |
External Roles
No external public company board roles or committee positions disclosed in the latest proxy .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 725,000 | 725,000 | 725,000 |
| Bonus ($) | — | — | — |
| All Other Compensation ($) | — | 7,112 | 17,531 |
| Total Reported Compensation ($) | 4,768,133 | 4,753,050 | 6,660,214 |
Notes:
- No discretionary bonuses in FY 2023–2025; perquisites limited to periodic physical exams and company-provided cyber monitoring; RV lease program treated as taxable but no tax gross-ups .
Performance Compensation
Management Incentive Plan (Cash)
| Item | FY 2025 |
|---|---|
| Metric | Company Adjusted NBT (100% weighting) |
| Target Company Adjusted NBT ($) | 277,812,000 |
| Actual Company Adjusted NBT ($) | 304,760,000 |
| Zuhl Sharing % of Company Adjusted NBT | 0.868% |
| Cash Payout ($) | 2,645,317 |
| Vesting | Paid quarterly if employed; subject to clawback |
Long-Term Incentives (Equity)
| Award Type | Metric(s) | Weighting | Grant Date Value ($) | FY 2025 Award ($) | Vesting |
|---|---|---|---|---|---|
| RSUs (Tranche 1) | Company Adjusted NBT | 90% of RSU target | Target RSU $1,567,750 | 1,547,841 | 3 equal annual installments beginning ~1-year after grant |
| RSUs (Tranche 2) | Employee engagement & retention; leadership development | 10% of RSU target | Target RSU $1,567,750 | 156,775 | 3 equal annual installments beginning ~1-year after grant |
| PSUs | ROIC and FCF (equally weighted) | 100% of PSU target | 1,567,750 | 1,567,750 (at target; payout contingent) | 3-year performance period FY25–FY27; 0% <50% of target; linear 50–150%; max 200% >150% |
Equity Mechanics and Risk Controls
- No stock options or SARs; none outstanding .
- Double-trigger change-in-control protection embedded in plan; accelerated vesting only if award not assumed or upon qualifying termination post-CIC .
- Clawback policy (no-fault) applies to cash and equity awards over restatement lookback; anti-hedging/pledging policy in force .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total Beneficial Ownership (Shares) | 120,414 |
| Ownership % of Shares Outstanding | <1% (52,838,664 outstanding as of Oct 20, 2025) |
| Unvested RSUs (Units) | 24,760; market value $2,252,912 |
| Unearned PSUs at Target (Units) | 48,042; payout value at target $4,371,342 |
| Shares Vested in FY 2025 (Units) | 25,467; value realized $2,713,218 |
| Stock Ownership Guideline | 3× base salary for NEOs; compliance or on track within 5 years |
| Pledging/Hedging | Prohibited for executives and directors |
| Deferred Compensation Plan Balance | $462,913; FY25 earnings $40,771 |
Vesting schedule detail (awards outstanding as of July 31, 2025):
- RSU grants: 21,603 units (Oct 11, 2022), 11,350 units (Oct 10, 2023), 9,992 units (Oct 8, 2024); each vests in three equal annual installments commencing on the one-year anniversary of each grant .
- PSUs: three-year cycles with payout per ROIC/FCF vs target after FY 2027; target units shown above .
Employment Terms
| Scenario (Zuhl) | Cash | RSUs | PSUs | Other Benefits | Total |
|---|---|---|---|---|---|
| Voluntary separation (no good reason) | — | $2,252,912 (vests per schedule) | $4,371,342 (at target per schedule) | — | $6,624,254 |
| Death or disability | $1,270,570 | $3,957,528 | $4,371,342 | — | $9,599,440 |
| Termination for cause | — | — | — | — | — |
| Without cause / Good reason | $6,271,000 (2× base + target MIP) | $2,252,912 (full vest at separation) | $4,371,342 (pro-rata based on performance to date) | $60,897 (COBRA up to 24 months; outplacement up to 12 months) | $12,956,151 |
Additional contractual terms:
- Non-compete and non-solicit for 2 years post-employment; confidentiality and non-disparagement .
- Company option to engage consulting arrangement paying half base salary during non-compete for voluntary separation or for cause .
- Deferred Compensation paid upon separation, change-in-control, death/disability per plan (Section 409A compliant) .
Compensation Structure Analysis
- Cash vs equity mix: Approximately 90% of NEO compensation is variable (MIP + LTI) emphasizing pay-for-performance tied to Adjusted NBT, ROIC, FCF, and non-financial human-capital metrics .
- Shift away from options: Company does not grant stock options or SARs; equity is exclusively RSUs/PSUs, lowering exercise-price risk and focusing on performance-based stock delivery .
- Governance protections: Double-trigger CIC vesting, robust clawback, anti-hedging/pledging; no tax gross-ups on perquisites .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 97% support; ongoing shareholder outreach led by Corporate Secretary .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited—reduces misalignment risk .
- Clawback: No-fault clawback covering cash and equity, exceeding SEC minimums .
- Option repricing/underwater options: Not applicable—no options outstanding or granted .
- Insider selling pressure: RSUs vest annually over 2025–2027; value realization can create periodic selling windows; however, ownership guidelines and anti-hedging/pledging mitigate misalignment risk .
- Pay risk: Heavy reliance on Adjusted NBT may incentivize tight working capital management; linear payout structure and multi-year PSU metrics (ROIC/FCF) balance short-term focus .
Investment Implications
- Alignment: Zuhl’s pay strongly linked to Adjusted NBT, ROIC, and FCF with multi-year PSU gates and strict clawback/anti-hedging—favorable for shareholder alignment and cash discipline .
- Retention: Material unvested RSUs/PSUs and 2-year non-compete reduce near-term flight risk; severance economics (2× base+target MIP) indicate standard-market retention protection .
- Trading signals: Annual RSU vesting through 2027 suggests predictable potential sale windows; monitor Form 4 activity around October anniversaries (2025–2027) and blackout periods for incremental liquidity signals .
- Execution watchpoints: With Adjusted NBT as the central incentive metric and prior-year guidance beats, expect continued emphasis on inventory discipline, working capital, and FCF; pay outcomes will be sensitive to ROIC/FCF performance through FY27 PSU cycle .