Peter Orthwein
THOR INDUSTRIESAbout Peter B. Orthwein
Co-founder of THOR Industries, Peter B. Orthwein serves as Chairman Emeritus and has been a director since the company’s inception (1980). He is 80 years old and previously held multiple senior leadership roles including Executive Chairman (Aug 2013–Aug 2019), Chairman & CEO (Nov 2009–Aug 2013), President & CEO (Nov 2009–Aug 2012), Chairman (1980–1986), Vice Chairman (1986–Nov 2009), and Treasurer (1980–Nov 2009) . He is considered an independent director under NYSE rules and company guidelines; the Board had 8 of 9 independent directors in FY2025 and is led by an independent chair .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| THOR Industries | Executive Chairman | Aug 2013 – Aug 2019 | Retired Aug 2019; appointed Chairman Emeritus thereafter |
| THOR Industries | Chairman & CEO | Nov 2009 – Aug 2013 | Combined chair/CEO role |
| THOR Industries | President & CEO | Nov 2009 – Aug 2012 | Transitioned to Chairman & CEO thereafter |
| THOR Industries | Chairman | 1980 – 1986 | Co-founder; early leadership |
| THOR Industries | Vice Chairman | 1986 – Nov 2009 | Long-tenured governance role |
| THOR Industries | Treasurer | 1980 – Nov 2009 | Foundational finance oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Safety Speed Manufacturing Company, Inc. | Director (non-public) | Not disclosed | Not disclosed |
| Squirt Gun Holdings, Inc. | Director (non-public) | Not disclosed | Not disclosed |
| Precision Feedthrough Holdings, LLC | Director (non-public) | Not disclosed | Not disclosed |
| Base Holding Company | Director (non-public) | Not disclosed | Not disclosed |
Board Governance
- Independence and structure: Independent director; Board had 8 of 9 independent directors in FY2025; independent Board chair; all committees composed solely of independent directors .
- Committee assignments (FY2025): Not a member of Audit, Compensation & Development, or ESG&N committees; committee meetings held: Audit (8), Compensation & Development (8), ESG&N (4) .
- Attendance and engagement: Board held 6 meetings; aggregate director attendance 96%; no director with a committee assignment attended less than 94%; all directors attended the 2024 annual meeting; independent directors meet in executive session after each committee and Board meeting .
- Governance controls: Mandatory annual resignation submission for directors aged 72+; majority voting standard; stock ownership guidelines; anti-hedging/short sale/pledging policy; no-fault clawback policy compliant with SEC rules; double-trigger change-in-control equity treatment .
- Related-party oversight: Audit Committee reviews and approves related-party transactions; none identified in FY2025 .
Fixed Compensation (Director)
| Director | Annual Cash Retainer ($) | Committee Chair Fees ($) | Total Cash ($) |
|---|---|---|---|
| Peter B. Orthwein | 170,000 | 0 | 170,000 |
Notes:
- Standard non-employee director cash retainer was $170,000; additional cash retainers paid to the Board Chair ($250,000), Audit Chair ($25,000), and C&D and ESG&N Chairs ($20,000 each) .
Performance Compensation (Director Equity)
| Director | Equity Vehicle | Grant Date | Grant-Date Fair Value ($) | Options ($) | Key Terms |
|---|---|---|---|---|---|
| Peter B. Orthwein | Director Stock Award | 2024-10-08 | 129,942 | 0 | No options; Board policy does not grant options/SARs; under current plan practice, no dividends paid on unvested RSUs in FY2025; clawback policy applies; double-trigger CIC for assumed awards under plan; future plan sets no dividends on unvested awards |
Additional plan safeguards:
- Amended & Restated Equity Plan (pending approval) caps non-employee director equity at $500,000 grant-date fair value per fiscal year; no vesting periods <1 year; double-trigger CIC; no dividends or dividend equivalents on unvested awards; no repricing without shareholder approval .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation committee interlocks | None in FY2025 (committee members were independent and not current/former officers) . |
| Related-party transactions | None identified by Audit Committee for FY2025 . |
Expertise & Qualifications
- Co-founder with multi-decade executive leadership experience at THOR (Chairman, CEO, President, Vice Chair, Treasurer), providing deep industry and company-specific knowledge viewed by the Board as a unique asset .
Equity Ownership
| Holder | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Peter B. Orthwein (aggregate beneficial) | 1,832,100 | 3.5% | As of Oct 20, 2025; 52,838,664 shares outstanding |
| Breakdown: Direct | 746,647 | — | Direct ownership |
| Spouse | 70,570 | — | Shares owned by spouse |
| Trust for half-brother (trustee) | 30,000 | — | Orthwein is trustee |
| Trust FBO Peter B. Orthwein (trustee/beneficiary) | 94,783 | — | Personal trust |
| Trust for children (trustee) | 124,000 | — | Children’s trust |
| Irrevocable trust | 136,400 | — | Irrevocable trust holdings |
| Trust for benefit of Orthwein (trustee/beneficiary) | 30,000 | — | Additional trust |
| Trust for three youngest children (sole trustee) | 299,700 | — | Children’s trust |
| Grantor Retained Annuity Trust | 300,000 | — | GRAT holdings |
Ownership/Alignment Policies:
- Director stock ownership guideline: 4× annual cash retainer; compliance required within five years; Board states all directors are in compliance or on track .
- Anti-hedging/short sale/pledging: Prohibited for directors and Section 16 officers .
- Clawback: No-fault policy requiring return of incentive compensation upon financial restatement, compliant with SEC rule .
Insider Trades and Filings
| Item | Detail |
|---|---|
| Section 16 compliance | Company reports all officers/directors complied in FY2025, except one Form 4 by Peter B. Orthwein relating to a gift transaction was filed one day late . |
Governance Assessment
-
Positives
- Significant insider ownership (3.5%) aligns incentives with shareholders; robust ownership policy and prohibition on hedging/pledging enhance alignment .
- Independent status; non-employee; no committee assignments (reduces conflict risk in pay/audit oversight); Board is majority independent with independent chair and strong committee independence .
- Strong governance framework: majority voting with resignation policy, mandatory annual resignation submissions for directors 72+, double-trigger CIC, SEC-compliant clawback, and regular executive sessions .
- No related-party transactions in FY2025; no compensation committee interlocks; Say-on-Pay received 97% support in 2024, indicating shareholder confidence in governance and pay practices .
-
Risk indicators / RED FLAGS
- Very long tenure and founder status can present perceived independence/entrenchment concerns despite formal independence; Board mitigates with refreshment and mandatory age-based annual resignation policy (Orthwein is 80) .
- Minor compliance lapse: one Form 4 gift filing submitted one day late (administrative, but noted) .
Overall, Orthwein brings deep institutional knowledge and significant aligned ownership, within a governance structure featuring strong independence safeguards, stringent anti-hedging/pledging rules, a robust clawback, and no related-party exposure disclosed in FY2025—factors supportive of investor confidence .