Michele McDermott
THOR INDUSTRIESAbout Michele McDermott
Chief Human Resources Officer (CHRO) at THOR Industries since January 2024; age 55. Previously EVP & CHRO at Hub Group, with earlier leadership roles at Assurance, National Express Group, and United Service Companies; BS in Business Administration (Lewis University) and MBA in Finance & Operations (DePaul University – Kellstadt) . Company performance during her tenure includes FY2025 net sales of $9.58B, net income of $258.6M, diluted EPS of $4.84, and cash from operations of $577.9M; THOR’s FY2025 TSR measured at 88.05 versus peer group 77.30, reflecting pay-for-performance alignment in the compensation program tied to Company Adjusted NBT, ROIC, and FCF .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hub Group | Executive Vice President & CHRO | — | Senior HR leadership for a large logistics company |
| Assurance | HR leadership roles (increasing responsibility) | — | Not disclosed |
| National Express Group | HR leadership roles (increasing responsibility) | — | Not disclosed |
| United Service Companies | HR leadership roles (increasing responsibility) | — | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | THOR policy: Executives do not sit on outside for‑profit boards |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | $237,500 | $525,000 |
| All Other Compensation ($) | $0 | $33,307 |
| Perquisites (qualitative) | Periodic physical/health services; internet/dark‑web monitoring; ability to lease a THOR RV (taxable to executive; Company does not provide tax gross‑ups for perquisites) | Periodic physical/health services; internet/dark‑web monitoring; ability to lease a THOR RV (taxable; no gross‑ups) |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| MIP (Cash) – Company Adjusted NBT sharing | 100% of MIP | Target NBT: $277,812,000 | Actual NBT: $304,760,000 | $575,996 | Paid per plan; capped per individual at $15,000,000 |
| RSU – Company Adjusted NBT tranche | 90% of RSU target | Target RSU $472,500 of $525,000 total | Awarded based on actual NBT performance; grant date aggregated total RSU $570,833 | $518,333 (NBT tranche portion) | RSUs vest in 3 equal annual installments beginning on 1‑year anniversary of grant (9/19/2025 for 9/19/2024 grant; also 10/8/2025 for 10/8/2024 units) |
| RSU – Non‑financial metrics tranche | 10% of RSU target | Employee engagement/retention and organizational leadership development | Achieved per Committee certification | $52,500 | Vests with RSU schedule (3 equal annual installments from grant anniversary) |
| PSU – ROIC component | 50% of PSU target | Target PSU shares at grant (target value $525,000); performance measured over FY2025–FY2027 | Three‑year cycle; payout schedule: <50% achieves 0%, 50–150% linear, >150% = 200% | Target PSU value: $525,000 (aggregate; ROIC and FCF equally weighted) | Vests after FY2027 measurement; payout based on realized performance |
| PSU – FCF component | 50% of PSU target | As above | As above | As above | As above |
Grants of Plan‑Based Awards for FY2025 (grant date 9/19/2024): Target MIP $525,000; RSU target $525,000; PSU target shares at 4,891; RSU threshold 2,445 shares, RSU max 9,782; grant date fair values RSU $570,833 and PSU $525,049 .
Options: none outstanding; no options granted; no option exercises in FY2025; THOR does not award stock options or SARs, and option repricing would require shareholder approval if ever granted under the plan .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (direct/indirect) | 352 shares; less than 1% of outstanding |
| Unvested RSUs at FY2025 year‑end | 1,436 units; market value $130,662 |
| Unearned PSUs at FY2025 year‑end | 7,127 units; target payout value $648,486 (subject to FY2025–FY2027 performance) |
| Shares pledged as collateral | Prohibited; anti‑hedging/short‑sale/pledging policy for executives and directors |
| Stock ownership guidelines | Other NEOs: 3× base salary; compliance required within 5 years of first LTI award in current role; only owned shares count; Board and NEOs are either in compliance or expected to comply within timeline |
| Vesting activity FY2025 | No shares vested for McDermott in FY2025 (first vest occurs after fiscal year‑end) |
Employment Terms
| Provision | Terms |
|---|---|
| Start date; role | January 2024; CHRO |
| Contract terms | Employment agreements include non‑competition, non‑solicitation, confidentiality, and non‑disparagement provisions |
| Non‑compete duration | Two (2) years post‑termination |
| Severance – without cause/for good reason | 1× base salary + 1× target MIP if separation occurs within first 24 months (through January 2026); 2× base salary + 2× target MIP if separation occurs after 24 months; as of 7/31/2025, cash severance modeled at $1,050,000 (reflecting the 1× period) |
| RSU treatment on separation | RSUs vest in full on the date of separation under without cause/for good reason scenario (valuation example dated 7/31/2025) |
| PSU treatment on separation | For modeling, PSUs assumed at target; in actual separation, PSU payout set based on performance‑to‑date plus pro rata estimation for remainder |
| Change‑in‑control | Double‑trigger: awards accelerate if not assumed/continued OR if termination without cause/resignation for good reason within 24 months post‑CIC; PSUs determined by actual performance to CIC date; restrictions lapse per plan terms |
| Clawback | “No‑fault” clawback of incentive‑based compensation (cash and equity, including time‑ and performance‑based awards) in connection with financial restatement; plan embeds clawback rights |
| Hedging/pledging | Prohibited for executives and directors |
| Deferred compensation | Does not participate in THOR’s non‑qualified deferred compensation plan |
| Perquisites | Periodic physical/health services; internet/dark‑web monitoring; RV lease program for executives with ≥40% equity target comp; perquisites taxable; no tax gross‑ups |
| Tax gross‑ups | No excise tax gross‑ups under equity plan |
Multi‑Year Compensation Summary
| Component | FY2024 | FY2025 |
|---|---|---|
| Salary ($) | $237,500 | $525,000 |
| Share Awards ($) | $366,722 | $1,095,833 |
| Non‑Equity Incentive (MIP) ($) | $131,198 | $575,996 |
| All Other Compensation ($) | $0 | $33,307 |
| Total ($) | $735,420 | $2,230,136 |
Governance, Peer Benchmarking, and Say‑on‑Pay
- Pay philosophy: heavy variable compensation tied to Adjusted NBT (MIP and 90% of RSUs), and multi‑year ROIC/FCF (PSUs); non‑financial metrics comprise 10% of RSU target; no stock options in program .
- Compensation governance: independent Compensation & Development Committee (Chair: Amelia A. Huntington), independent consultant WTW; comprehensive risk assessment; ownership guidelines; robust clawback; anti‑hedging/pledging .
- Say‑on‑pay: 97% shareholder approval at 2024 Annual Meeting .
Investment Implications
- Strong pay‑for‑performance design with cash MIP and RSUs directly linked to Company Adjusted NBT, and PSUs tied to ROIC/FCF over a three‑year cycle, supports alignment of incentives with shareholder outcomes; FY2025 payouts reflect positive NBT performance and corporate results (net sales, EPS, cash generation) .
- Double‑trigger CIC terms, robust clawback, and anti‑hedging/pledging reduce governance and agency risk; no stock options limits potential for option‑driven short‑termism or repricing controversies .
- Ownership is currently modest (352 shares) but unvested RSUs (1,436) and target PSUs (7,127) create increasing “skin‑in‑the‑game” as awards vest/performance is realized; RSU vesting began after FY2025 year‑end, indicating limited near‑term insider selling pressure from FY2025 activity .
- Severance economics: within first 24 months, 1× base + 1× target MIP; increases to 2× multiples thereafter—moderate retention cost and potential change‑in‑control costs; RSUs accelerate on qualifying separation while PSUs adjust to performance/pro rata, balancing retention with performance linkage .
- No related‑party transactions identified, and strong shareholder support for compensation program (97% say‑on‑pay) indicate low governance overhang from compensation/insider practices .