Robert Martin
THOR INDUSTRIESAbout Robert W. Martin
Robert W. Martin is President and Chief Executive Officer of THOR Industries and has served as a director since 2013. He joined Keystone RV in July 1998 and progressed through sales and operating leadership roles before leading THOR’s RV Group and then serving as THOR’s President & COO (Aug 2012–Jul 2013) prior to becoming CEO . Age: 56 (as of FY2025) . FY2025 company performance under his leadership: net sales $9.58B, net income $258.6M, diluted EPS $4.84, and cash from operations $577.9M, with share repurchases and a dividend increase; stock price moved from $106.14 at FY start to $90.99 at FY end . Recent pay-versus-performance TSR values (Item 402(v)) show $100 invested in THOR stock equating to $88.05 in 2025 vs $100.36 in 2024 and $107.17 in 2023, with peer TSR $77.30 (2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| THOR Industries | President & CEO | Current (as of 2025) | Led restructurings (Heartland into Jayco; Entegra Class A consolidation at Tiffin), rebranding at Keystone, eliminated a management layer to directly lead North American RV subsidiaries, sustained guidance credibility . |
| THOR Industries | President & COO | Aug 2012–Jul 2013 | Operational leadership prior to CEO role; supported downturn playbook execution . |
| THOR Industries | President, RV Group | Jan 2012–Aug 2012 | Oversaw RV segment operations . |
| Keystone RV (THOR subsidiary) | President | Jan 2010–Jan 2012 | Drove brand and operational performance within towable segment . |
| Keystone RV | EVP & COO | Jan 2007–Jan 2010 | Scaled operations and manufacturing execution . |
| Keystone RV | VP Sales; GM Sales | Pre-2007 (after 1998) | Built dealer relationships and sales execution . |
| Coachmen Industries | Various roles | Prior to 1998 | Industry experience foundation in RV/manufactured housing . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | THOR governance states executives do not sit on outside for‑profit boards . |
Fixed Compensation
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $750,000 | $750,000 | $750,000 |
| Target MIP ($) | — | — | $6,100,000 (cap $15M) |
| MIP Sharing % of Adjusted NBT | — | — | 2.196% |
| Actual MIP Paid ($) | $4,196,310 | $4,166,902 | $6,692,530 |
| All Other Comp ($) | $0 | $0 | $22,183 |
Notes:
- CEO base salary has been $750,000 since FY2013 and is intentionally below peer averages .
- Perquisites include periodic physical, cyber monitoring, and RV lease; no tax gross-ups .
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| RSUs | Company Adjusted NBT | 90% | $3,425,000 | $3,381,505 | 3 equal annual installments beginning ~1-year after grant |
| RSUs | Non-financial (employee engagement/leadership) | 10% | Incorporated in $3,425,000 | $342,500 | 3 equal annual installments |
| RSUs Total | Combined | — | $3,425,000 | $3,724,005 grant-date fair value | 3 equal annual installments |
| PSUs | Free Cash Flow | 50% | $3,425,000 grant-date fair value (total PSU) | Measured over FY2025–FY2027; payout 0% if <50% target, linear 50–150%, 200% cap >150% | Vests at end of 3-year performance period (FY2027) |
| PSUs | ROIC | 50% | Included above | Same schedule as FCF | End of FY2027 |
Key mechanics:
- MIP and 90% of RSUs are calibrated annually to Company Adjusted NBT; metrics reset yearly to maintain alignment; options and SARs are not granted .
- RSU grants (CEO examples): 56,418 units on 10/11/2022; 25,734 on 10/10/2023; 22,764 on 10/8/2024 — each vest in three equal annual installments .
Multi‑Year CEO Compensation (Summary Compensation Table)
| Year | Salary ($) | Share Awards ($) | Non‑Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| FY2023 | $750,000 | $5,621,179 | $4,196,310 | $0 | $10,567,489 |
| FY2024 | $750,000 | $5,657,619 | $4,166,902 | $0 | $10,574,521 |
| FY2025 | $750,000 | $7,149,005 | $6,692,530 | $22,183 | $14,613,718 |
Variable pay mix:
- ~95% of CEO FY2025 SCT compensation is variable; NEOs ~90% variable .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 345,844; <1% of outstanding |
| RSUs Unvested (units; market value) | 58,726; $5,343,479 |
| PSUs Unvested at Target (units; payout value) | 107,893; $9,817,184 |
| Shares Vested in FY2025 (units; value realized) | 65,758; $7,085,523 |
| Ownership Guidelines | CEO: 5x base salary; Directors: 4x retainer; other NEOs: 3x salary |
| Guideline Compliance | All Board members and NEOs are in compliance or on track within the five‑year window |
| Hedging/Pledging | Prohibited for executives and directors |
| Dividends on Unvested Awards | No dividends/dividend equivalents paid on unvested PSUs/RSUs |
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreements | Updated FY2023; include robust non‑compete, non‑solicit, confidentiality, non‑disparagement |
| Non‑Compete | Two years post‑employment |
| Severance (Without Cause or Good Reason) | 2x base salary + 2x target MIP, paid over 24 months; RSUs vest immediately; PSUs vest based on performance‑to‑date with pro‑rata estimation; up to 24 months COBRA and 12 months outplacement |
| Voluntary Resignation | RSUs continue vesting per schedule; PSUs vest at target per schedule |
| Change‑of‑Control | Double trigger for equity; acceleration if awards not assumed or upon termination without cause/resignation for good reason within 24 months; performance awards adjusted to actual/prorated through CIC |
| Clawback | “No‑fault” clawback of cash and equity (including time‑ and performance‑based awards) for three years preceding any restatement; SEC‑compliant and more expansive |
| Deferred Compensation | CEO does not participate in THOR’s Non‑Qualified Deferred Compensation Plan |
| Perquisites | Periodic physical exam; cyber monitoring; ability to lease a THOR RV; no tax gross‑ups |
Board Service, Committees, and Dual‑Role Implications
- Director since 2013; only management member of the nine‑person board in FY2025 (eight are independent) .
- Committee roles: none (committees comprised entirely of independent directors) .
- Board leadership and independence: Independent Chair; CEO and Chair roles are bifurcated; independent director executive sessions occur after each Audit, Compensation, and Board meeting .
- Attendance: Directors attended 96% of full Board meetings and ≥94% of combined Board/Committee meetings in FY2025, supporting strong oversight despite CEO dual role .
Compensation Structure Analysis
- Heavy pay‑for‑performance design: MIP and 90% of RSUs tied to Company Adjusted NBT; PSUs split equally between FCF and ROIC over three years; metrics reset annually to maintain alignment with benchmarks; CEO target total compensation set at 48% of median of compensation peer group .
- Cash vs equity mix: FY2025 CEO non‑equity incentive rose to $6.69M; equity awards increased to $7.15M SCT value; options/SARs are not granted, reducing repricing risk .
- Governance safeguards: anti‑hedging/pledging; robust clawback; double‑trigger CIC; no dividends on unvested equity; no tax gross‑ups on perqs .
- Shareholder support: 97% say‑on‑pay approval in 2024; ongoing shareholder engagement led by Corporate Secretary .
Performance & Track Record
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Net Sales ($B) | — | — | $9.58 |
| Net Income ($M) | — | — | $258.6 |
| Diluted EPS ($) | — | — | $4.84 |
| Cash from Operations ($M) | — | — | $577.9 |
| Stock Price (Start→End FY) | — | — | $106.14 → $90.99 |
| TSR ($100 initial) | $107.17 (2023) | $100.36 (2024) | $88.05 (2025) |
Selected FY2025 achievements:
- Operational restructurings (Heartland under Jayco; Entegra Class A consolidation at Tiffin); Keystone rebrand; direct CEO oversight of North American RV subsidiaries; share repurchases and dividend increase; European segment net sales $3.02B with 15.2% gross margin .
- Innovation: introduced electric Class A motorhome (Entegra Embark on Harbinger chassis; up to 450‑mile range), awarded Fast Company World Changing Ideas .
Equity Grants, Outstanding and Vesting
| Item | Detail |
|---|---|
| FY2025 Grants (Grant date 9/19/2024) | RSU grant-date fair value $3,724,005; PSU grant-date fair value $3,425,002 |
| Outstanding at FY2025 End (CEO) | RSUs: 58,726 units ($5,343,479); PSUs: 107,893 units ($9,817,184 at target) |
| Shares Vested FY2025 (CEO) | 65,758 shares; value $7,085,523 |
Related Party Transactions and Compliance
- No related party transactions identified for FY2025 under Item 404; one late Form 4 (gift) by a director, otherwise compliant Section 16 filings .
Say‑on‑Pay & Peer Group
- Say‑on‑pay approval 97% in 2024 .
- CEO target compensation positioned at 48% of compensation peer group median (WTW consultant; manufacturing peers, dealership/franchise go‑to‑market where applicable) .
Investment Implications
- Alignment: Very high variable pay tied to Adjusted NBT, FCF, and ROIC; RSU/PSU structure with multi‑year vesting supports long‑term orientation and retention; anti‑hedging/pledging and robust clawback enhance shareholder protection .
- Near‑term trading signals: Regular RSU vesting (e.g., 65,758 shares vested in FY2025) can create periodic supply; upcoming PSU determination in FY2027 adds performance‑linked equity realization over a three‑year horizon .
- Governance risk mitigation: Independent chair, fully independent committees, executive sessions, and double‑trigger CIC reduce dual‑role/entrenchment concerns; severance economics (2x salary+target MIP) are meaningful but standard among industrial peers .
- Pay‑for‑performance consistency: Yearly metric resets and absence of options/SARs lessen repricing/cheap equity risks; strong say‑on‑pay support suggests low compensation controversy risk .