David Miles
WINNEBAGO INDUSTRIESAbout David W. Miles
David W. Miles (age 68) is the independent Chair of the Board at Winnebago Industries, serving as a director since 2015 and Chair since June 2019 . The Board has affirmatively determined he is independent under NYSE standards . He is co‑founder and Managing Principal of ManchesterStory Group (early‑stage venture capital), founder/manager of The Miles Group, LLC, and previously was principal owner of Miles Capital, Inc. for over 23 years until its sale in March 2020; he also served as EVP at Principal Mutual Funds and AMCORE Financial and holds a J.D. from Harvard Law School . His core credentials include financial reporting and capital allocation expertise, technology/data oversight, strategic transformation, and stakeholder management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Miles Capital, Inc. (institutional asset manager) | Principal owner | Over 23 years; until sale in Mar 2020 | Led institutional AM firm serving insurers, public bodies, nonprofits, HNW; significant financial reporting and capital allocation experience |
| Principal Mutual Funds | Executive Vice President | Not disclosed | Oversight across asset management, trust, brokerage, employee benefits, insurance services |
| AMCORE Financial, Inc. | Executive Vice President | Not disclosed | Responsible for AM, trust, private banking, brokerage, employee benefits, insurance |
| Mutual funds (various) | Director/officer | Career total: >60 public mutual funds (> $30B in AUM) | Deep governance and fiduciary oversight across funds |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Northwest Financial Corporation | Director; Audit Committee member | Current | Audit Committee member (noted as chair in 2024 proxy; member in 2025 proxy) |
| ManchesterStory Group | Co‑founder; Managing Principal | Current | Early‑stage venture capital leader |
| The Miles Group, LLC | Founder; Manager | Current | Direct/indirect private equity investments |
Board Governance
- Role and independence: Independent non‑employee Chair since June 2019; Board determined all non‑employee directors are independent .
- Committee assignments: No standing committee assignments disclosed for Mr. Miles in FY2025 (he serves as Board Chair; committee rosters list other members/chairs) .
- Attendance and engagement: Board met eight times in FY2025; each director attended ≥75% of Board/committee meetings; independent directors met in executive session at each regular Board meeting; all then‑serving directors attended the 2024 annual meeting .
- Board policies: Age limit 72; annual Board/committee self‑evaluations; overboarding limits (non‑executives: up to 3 other public boards; executives: 1 other public board) .
Fixed Compensation
| Element | FY2024 | FY2025 |
|---|---|---|
| Annual Board Cash Retainer | $90,000 | $90,000 |
| Board Chair Cash Retainer | $125,000 (raised to $150,000 effective 9/1/2024) | $150,000 |
| Equity Retainer (RSUs; annual) | $150,000 | $150,000 |
| Committee Chair Fees (if applicable) | Audit: $20,000; Others: $15,000 | Audit: $20,000; Others: $15,000 |
| Mr. Miles – Fees Earned (Cash) | $215,000 | $240,000 |
| Mr. Miles – Stock Awards (Grant‑date value) | $150,000 | $150,000 |
| Mr. Miles – Total | $365,000 | $390,000 |
Notes:
- Non‑employee director RSUs are granted prospectively for the upcoming year and vest approximately one year from grant; standard FY2025 grant valued at the 10/15/2024 close ($58.87) .
- Directors may defer cash retainers into the Directors’ Deferred Compensation Plan (stock units or money credits) .
Performance Compensation
| Component | Structure | Metrics/Terms |
|---|---|---|
| Annual equity grant (RSUs) | Time‑based vesting (≈one year) | No performance metrics; subject to director service, death/disability, and CIC provisions . |
No performance‑based compensation is utilized for directors; annual RSUs are time‑based and align directors with shareholders via equity ownership .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Northwest Financial Corporation | Director; Audit Committee member (Chair in 2024 proxy) | No WGO‑related transactions disclosed; no interlocks with WGO customers/suppliers indicated . |
Expertise & Qualifications
- Financial reporting and capital allocation strategy; legal training (J.D., Harvard Law) .
- Technology/data & analytics oversight; strategic transformation; public affairs/stakeholder management .
- Deep investment and fiduciary experience (director/officer of >60 public mutual funds with >$30B AUM) .
Equity Ownership
| Item | Amount |
|---|---|
| Shares owned outright (Mr. Miles) | 28,031 |
| Winnebago stock units (deferred) | 12,346 |
| Total beneficial shares | 40,377 |
| % of shares outstanding | Less than 1% (28,207,219 shares outstanding as of 10/21/2025) |
| Director ownership guidelines | ≥500% of annual cash retainer (incl. any chair retainers); all non‑employee directors met or on track |
| Anti‑hedging/anti‑pledging | Hedging and pledging of company stock prohibited for directors |
| Outstanding director equity (unvested) as of 8/30/2025 | RSUs/units: 7,288; Deferred stock units: 12,346 |
Insider Trades and Section 16(a) Compliance
| Date/Period | Event | Notes |
|---|---|---|
| FY2025 | One late Form 4 filing for Mr. Miles (issuance of deferred stock units) | Administrative oversight noted; same for Ms. Woods . |
Related-Party & Conflicts Check
- Related‑party transactions: Only transactions disclosed involved executive Donald Clark (lease with Three Oaks and relatives employed at Grand Design); no related‑party transactions disclosed involving Mr. Miles .
- Independence: Board confirmed all non‑employee directors independent; anti‑hedging/pledging policies enforced .
Say‑On‑Pay & Shareholder Signals
- Say‑on‑pay approval: 97.6% support at 2024 annual meeting (reported in 2025 proxy), signaling strong investor alignment with compensation programs .
Governance Assessment
- Strengths
- Independent Chair with deep financial, legal, and capital allocation expertise, and extensive fiduciary oversight background .
- Strong ownership alignment via RSUs; robust anti‑hedging/anti‑pledging and ownership guidelines (≥500% of cash retainer) .
- Consistent meeting attendance; regular independent executive sessions; clear overboarding limits and age cap .
- Director pay structure is conventional (cash + time‑based RSUs) with transparent levels; Chair retainer updated to market ($150k) .
- Watch items
- Minor Section 16(a) lapse: one late Form 4 related to deferred stock units due to administrative oversight (process improvement advisable) .
- No red flags detected for conflicts or related‑party exposure specific to Mr. Miles; Board independence affirmed and policies in place .
Overall, Mr. Miles’ profile reflects high governance quality: independent leadership, strong financial and fiduciary credentials, and alignment mechanisms, with only a minor administrative filing delay noted in FY2025 .