John Murabito
WINNEBAGO INDUSTRIESAbout John M. Murabito
John M. Murabito, age 66, is an independent director of Winnebago Industries and has served on the Board since 2017. He is the former Executive Vice President at Cigna, where he was Chief Human Resources Officer for 18 years before serving as Chief Administrative Officer until his retirement in April 2022; earlier roles include senior HR leadership at Monsanto and prior experience at Frito-Lay, Symbion, and Trane. His board-designated skills include Human Capital Management/Compensation, Strategic Transformation, and Global Experience; he is a Fellow (and past Chair) of the National Academy of Human Resources and an alumnus of Augustana College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cigna Corporation | Executive Vice President; Chief Human Resources Officer (18 years); Chief Administrative Officer | 2003–Apr 2022 | Led HR; as CAO oversaw HR, enterprise marketing, security/aviation, civic affairs, and Cigna Foundation (president), bringing deep talent and compensation governance expertise . |
| Monsanto Company | Senior Vice President, Human Resources and Corporate Services | — | Senior HR leadership experience . |
| Frito-Lay (PepsiCo), Symbion, The Trane Company | Various roles (HR/operations-related) | — | Broad operating and HR experience across sectors . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Academy of Human Resources | Fellow; past Chair of the Board | — | Recognized HR governance expert . |
| Augustana College | Former Trustee and Board Chair | — | Governance experience in academia; alumnus . |
Board Governance
- Independence and board structure: Murabito is an independent, non-employee director; WGO’s board has an independent Chair (David W. Miles) and 8 of 9 directors are independent; executive sessions of independent directors occur at every regular Board meeting .
- Committees and roles: Chair, Human Resources Committee (5 meetings in FY25); Member, Nominating & Governance Committee (7 meetings in FY25) .
- Attendance and engagement: The Board met 8 times in FY25 and each director attended at least 75% of Board and committee meetings during their service; independent director executive sessions are a standing agenda item .
- Re-election status: Nominated for re-election as a Class II director at the Dec 16, 2025 annual meeting for a term ending in 2028 .
- Independence policy and conflicts oversight: All non-employee directors (including Murabito) deemed independent under NYSE rules; the Nominating & Governance Committee (of which he is a member) reviews and approves related-person transactions .
- Compensation committee interlocks: None for current HRC members (including Murabito); no insider participation .
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $90,000 | Standard cash retainer for non-employee directors . |
| Committee Chair Cash Retainer (HRC) | $15,000 | Chairs of non-Audit committees receive $15,000; Audit Chair receives $20,000 . |
| Total Cash Paid to Murabito | $105,000 | Reflects $90,000 base + $15,000 chair fee . |
Program features and governance:
- Fees payable quarterly; non-employee director compensation reviewed with Semler Brossy; FY26 program maintained unchanged .
- Directors may defer 50% or 100% of retainer/fees under the Directors’ Deferred Compensation Plan (money credits or stock units) .
Performance Compensation
| Equity Element | Grant Value | Grant Date/Terms | Vesting/Triggers |
|---|---|---|---|
| Annual Equity Retainer (RSUs) | $150,000 | FY2025 equity awards granted Oct 15, 2024 at $58.87 per share | Vests approximately one year from grant; accelerates on death/disability; vesting on termination upon change in control; settlement can be deferred . |
Notes:
- Director equity is time-based; there are no performance-conditioned metrics for director equity awards (i.e., no TSR/EPS goals for directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (as disclosed) . |
| Committee interlocks | None; HRC interlocks/insider participation not present . |
| Overboarding policy | Directors who are not public-company executives may serve on up to three other public boards; Board Chair approval required before joining another board . |
Expertise & Qualifications
- Board skills: Human Capital Management/Compensation; Strategic Transformation; Global Experience .
- Senior HR and administrative leadership at a Fortune 20 company (Cigna), with direct oversight of compensation and succession planning .
- Recognized HR governance leader (Fellow and past Chair, National Academy of Human Resources) .
Equity Ownership
| As of Oct 21, 2025 | Shares Owned Outright | Exercisable Options | Winnebago Stock Units (Deferred Plan) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| John M. Murabito | 20,790 | — | — | 20,790 | <1% (28,207,219 shares outstanding) |
Additional alignment details:
- Unvested director RSUs outstanding as of Aug 30, 2025: 4,688 units .
- Director ownership guideline: ≥500% of annual cash retainer (plus any chair retainers) within 5 years; all non-employee directors have met or are on track .
- Anti-hedging and anti-pledging: Company policy prohibits directors from hedging and pledging Company stock .
Fixed Compensation (Detail Table for Directors FY2025)
| Director | Fees Earned (Cash) | Stock Awards (Grant-Date FV) | All Other Comp | Total |
|---|---|---|---|---|
| John M. Murabito | $105,000 | $150,000 | — | $255,000 |
Program reference values:
- Annual Board Cash Retainer $90,000; Annual Equity Retainer $150,000; Committee Chair Retainers: Audit $20,000; other committees $15,000 .
Board Governance Signals (Committee Work as HRC Chair)
- HRC responsibilities include CEO goals and pay, NEO pay and plans, peer review, Board retainer levels, CD&A oversight, and human capital management policies; the committee retained independent consultant Semler Brossy, with no conflicts of interest identified .
- Say-on-pay support: 97.6% approval in 2024, indicating broad investor support for compensation design overseen by HRC (Chaired by Murabito) .
- Meeting cadence: HRC met 5 times; Nominating & Governance met 7 times in FY2025 .
Related-Party Transactions and Conflicts
- Policy: Nominating & Governance Committee reviews/approves related-person transactions >$120,000; directors with an interest recuse; transactions must be consistent with Company/shareholder interests .
- FY2025 disclosures: Related-party transactions involved a Grand Design lease and certain compensation for relatives of an executive; no transactions involving Murabito were disclosed .
- Independence affirmed: All non-employee directors determined independent; specific potential supplier transactions related to another director (Kroon) were below materiality thresholds and did not impair independence .
Governance Assessment
- Strengths for investor confidence:
- Independent HRC Chair with deep human capital/compensation expertise and no interlocks; independent compensation consultant; strong say-on-pay support (97.6%) .
- Clear ownership alignment: meaningful share ownership; time-based RSU grants; robust director ownership guidelines; prohibitions on hedging/pledging .
- Active governance: independent Board Chair; majority independent board; regular executive sessions; solid attendance .
- Potential watch items:
- Director equity awards are time-based (no performance linkage), in line with common practice but worth monitoring for alignment optics in down cycles .
- No specific individual attendance rates disclosed (Board reports all directors ≥75%); continue to monitor engagement via committee outputs and disclosures .
Net: Murabito’s profile (HR/compensation leadership, independent HRC chairmanship, no interlocks, aligned ownership, and strong say-on-pay outcomes) supports Board effectiveness and reduces governance risk around pay and succession oversight at WGO .