Todd Woelfer
THOR INDUSTRIESAbout Todd Woelfer
Senior Vice President and Chief Operating Officer of THOR Industries (THO). Appointed COO on November 30, 2021 after serving as SVP, General Counsel and Corporate Secretary since 2012; age 54 at the time of appointment; education not disclosed in SEC filings . As COO, he leads innovation and data strategies, marketing, ESG, performance/synergy realization from acquisitions, and corporate strategic initiatives . Company FY2025 performance: net sales $9.58B, net income $258.6M, diluted EPS $4.84, and operating cash flow $577.9M; pay-versus-performance framework ties incentives to Company Adjusted NBT, ROIC, FCF (TSR reported at $88.05 vs peer $77.30 for 2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| THOR Industries | SVP, General Counsel & Corporate Secretary | 2012–Nov 2021 | Led legal function and supported enterprise operations, M&A; foundational to current strategic remit |
| THOR Industries | SVP & Chief Operating Officer | Nov 2021–present | Leads innovation, data, marketing, ESG, and M&A synergy capture; enterprise strategy execution |
| All American Group (Coachmen Industries) | General Counsel | 2007–2010 | Public-company GC experience in RV/manufactured housing; industry/legal expertise |
| May Oberfell Lorber (private firm) | Managing Partner | Pre-2012 | Advised corporate clients; leadership and legal operations experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| May Oberfell Lorber | Managing Partner | Pre-2012 | Private practice; corporate advisory |
| All American Group (Coachmen Industries) | General Counsel | 2007–2010 | NYSE-listed RV/manufactured housing; GC role |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $650,000 | $650,000 | $650,000 |
| Bonus ($) | — | — | — |
| All Other Compensation ($) | — | — | $9,095 |
Notes:
- No discretionary bonuses paid in FY2023–FY2025 .
- Perquisites limited to periodic physicals, dark-web monitoring, and ability to lease a THOR RV; no tax gross-ups .
Performance Compensation
Multi-year summary
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Share Awards ($, RSUs+PSUs grant-date fair value) | $2,491,649 | $2,478,542 | $3,183,134 |
| Non-Equity Incentive Plan (MIP) ($) | $1,626,718 | $1,591,060 | $2,633,126 |
FY2025 incentive design details
| Component | Metric | Target | Actual/Payout | Vesting/Mechanics |
|---|---|---|---|---|
| MIP (cash) | Company Adjusted NBT sharing percentage | 0.864% of Company Adjusted NBT | $2,633,126; Actual Company Adjusted NBT: $304,760,000 vs target $277,812,000 | Paid quarterly; subject to clawback; max $15M per individual |
| RSU tranche (90%) | Company Adjusted NBT | Target RSU value $1,372,500 (90% of $1,525,000) → Awarded $1,505,634 | $1,505,634 | Vests in 3 equal annual installments from grant anniversary |
| RSU tranche (10%) | Non-financial metrics (employee engagement/retention; leadership development) | Target RSU value $152,500 (10% of $1,525,000) | $152,500 | Same vesting (3 annual installments) |
| PSU (target) | 50% ROIC, 50% FCF over FY2025–FY2027 | Target grant $1,525,000 | Payout 0–200%: <50%=0%; 50–150%=linear; >150%=200% | Vests after 3-year performance cycle; double-trigger CoC rules |
Vesting schedules and FY2025 realized value
| Award | Grant Date | Units | Vesting Schedule | FY2025 Vesting/Realized |
|---|---|---|---|---|
| RSU | Oct 11, 2022 | 22,856 | 3 equal annual installments from 1-year anniversary | Shares vested FY2025: 25,924; realized value $2,793,211 |
| RSU | Oct 10, 2023 | 11,406 | 3 equal annual installments from 1-year anniversary | See above aggregate FY2025 vest |
| RSU | Oct 8, 2024 | 9,972 | 3 equal annual installments from 1-year anniversary | First vest begins Oct 8, 2025 |
Notes:
- No stock options or SARs outstanding or awarded in FY2025; no option exercises in FY2025 .
- RSUs may be subject to forfeiture if employment ends before vesting; PSUs forfeited if performance period not completed, subject to specific termination provisions .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 88,097; less than 1% of outstanding |
| Unvested RSUs (units; market value) | 25,195 units; $2,292,493 |
| Unearned PSUs (target units; payout value) | 47,714 units; $4,341,497 |
| FY2025 shares vested; value realized | 25,924; $2,793,211 |
| Stock ownership guideline | Other NEOs: 3× base salary; compliance required within 5 years of first LTI award |
| Guideline compliance status | Company states all NEOs are in compliance or on track |
| Hedging/pledging | Prohibited for executives and directors |
| Clawback | “No-fault” clawback applies to cash and equity incentives; integrated in plan |
Deferred compensation
| Metric | FY2025 |
|---|---|
| Executive contributions ($) | $356,471 |
| Aggregate earnings ($) | $372,037 |
| Aggregate balance at 7/31/25 ($) | $3,510,366 |
Employment Terms
| Scenario | Cash | RSUs | PSUs | Other Benefits |
|---|---|---|---|---|
| Voluntary separation (no good reason) | — | Continue vest per schedule | Vest at target per schedule | — |
| Death or disability | $1,264,715 | $3,950,627 (valued at separation date; vest per schedule) | $4,341,497 (assumed target; actual at vest) | — |
| Termination for cause | — | Continue vest per schedule | Vest at target per schedule | Optional consulting at half base during 2-year non-compete |
| Without cause / For good reason | $6,100,000 (2× base salary + target MIP; 24 monthly payments) | $2,292,493; immediate vest (valued at separation date) | $4,341,497; vest based on performance-to-date plus pro rata estimate | COBRA up to 24 months + outplacement up to 12 months ($60,897) |
Additional terms:
- Non-compete and non-solicit: two (2) years post-employment; confidentiality and non-disparagement undertakings; consultancy may be implemented to maximize enforceability .
- Change-in-control: double-trigger; awards accelerate if not assumed or upon termination without cause/for good reason within 24 months; performance awards adjusted and prorated if CoC occurs mid-period .
- No tax gross-ups and no single-trigger vesting under equity plan .
Compensation Structure Analysis
- Heavy pay-for-performance: approximately 90% of NEO compensation is variable (MIP + LTI), with metrics reset annually; RSUs 90% tied to Company Adjusted NBT and 10% to non-financial culture/leadership metrics; PSUs tied to ROIC and FCF over 3 years .
- Shift away from options: THOR does not grant options/SARs; board policy prohibits grants when in possession of MNPI; none granted or outstanding for NEOs in FY2025 .
- Clawback and anti-hedging/pledging strengthen alignment; stock ownership guidelines enforce meaningful ownership (3× salary for NEOs) .
- Say-on-Pay: 97% approval at 2024 Annual Meeting, indicating investor support for program design .
Performance & Track Record
- FY2025 operating results: net sales $9.58B; net income $258.6M; diluted EPS $4.84; cash from operations $577.9M .
- Incentive metric attainment: Actual Company Adjusted NBT of $304.760M exceeded target $277.812M; Woelfer’s MIP calculated at 0.864% of Company Adjusted NBT ($2,633,126) .
- Pay-versus-performance: Company discloses TSR framework and multi-year CAP vs performance; TSR reported at $88.05 for 2025 vs peer $77.30 .
Equity Ownership & Alignment (Skin-in-the-game)
- Direct beneficial ownership of 88,097 shares (<1%) plus substantial unvested RSUs ($2.29M) and target PSUs ($4.34M), supporting retention and alignment .
- No hedging or pledging; stock ownership guidelines apply (3× salary; compliance within 5 years), with company reporting NEOs in compliance or on track .
Employment Contracts, Severance, and CoC Economics
- Two-year non-compete and non-solicit with optional consulting arrangement to reinforce enforceability; confidentiality and non-disparagement commitments .
- Severance: 2× base + target MIP ($6.1M) paid over 24 months, immediate RSU vesting, PSU vest based on performance-to-date with pro rata estimate; COBRA/outplacement support .
- Double-trigger CoC; award assumptions or accelerated vesting based on termination status; performance formulas prorated if CoC mid-period .
Risk Indicators & Red Flags
- Clawback policy more expansive than SEC requirements; robust insider trading policy; no related party transactions identified for FY2025; no tax gross-ups; anti-hedging/pledging policy in place .
- No option repricing; options/SARs not part of executive program .
Compensation Peer Group & Governance
- Independent consultant WTW engaged; fees $116,834 in FY2025; peer group comprised of similarly sized manufacturing firms; CEO salary below peer range; heavy emphasis on variable pay .
- Compensation and Development Committee comprised entirely of independent directors; say-on-pay proposal recommended and supported .
Investment Implications
- Alignment: High variable pay tied to Company Adjusted NBT, ROIC, and FCF, plus non-financial culture metrics, indicates strong linkage between Woelfer’s compensation and operational execution; significant unvested RSU/PSU balances ($6.63M combined market/payout value at FY-end) reinforce retention .
- Retention risk and severance economics: Two-year non-compete, double-trigger CoC, and substantial severance ($6.1M cash plus equity treatment) reduce near-term departure risk but represent material cash outlay in separation scenarios, relevant in transaction diligence .
- Trading signals: RSU vesting cadence (three equal annual installments) creates predictable vesting events (e.g., Oct 8, 2025/2026/2027), which can coincide with Form 4 settlements; no options reduces forced exercise/sale dynamics; anti-hedging/pledging mitigates alignment concerns .
- Governance quality: Strong clawback, anti-hedging/pledging, ownership guidelines, and high say-on-pay support (97%) suggest low governance friction around pay and incentives, lowering headline risk .