Kevin Bryant
WINNEBAGO INDUSTRIESAbout Kevin E. Bryant
Kevin E. Bryant, age 50, has served as an independent director of Winnebago Industries since 2021. He is Executive Vice President, Stakeholder Affairs and Chief Strategy Officer at Southwest Power Pool (SPP) since April 2025, and is designated a “Financial Expert.” At Winnebago, Bryant chairs the Audit Committee and serves on the Technology and Innovation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evergy, Inc. | Executive Vice President & Chief Operating Officer | Since June 2018 (role prior to SPP) | Oversight of utility operations including generation, transmission, distribution, planning, safety |
| Evergy, Inc. | Executive Vice President Finance & Strategy & Chief Financial Officer | Named 2015 | Finance, strategy leadership |
| THQ, Inc.; UBS; Hallmark Cards, Inc. | Various roles | Prior to Evergy (dates not specified) | Finance/marketing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Southwest Power Pool (SPP) | EVP, Stakeholder Affairs & Chief Strategy Officer | Since April 2025 | Leads corporate strategy and stakeholder process |
| Ralliant Corporation | Director | Not specified | Board service |
| Children’s Mercy Kansas City | Director | Not specified | Board service |
| Southwest Power Pool | Members Committee | Prior to 2025 (at Evergy) | Industry governance role |
| NACD Midwest Chapter | Director | Prior to 2025 (at Evergy) | Governance community leadership |
| Other public company boards | Count: 1 | Summary table indication | Specific issuer not named in proxy summary |
Board Governance
- Committees and Roles:
- Audit Committee: Chair; members include Bryant, Christopher J. Braun, William C. Fisher, Michael E. Pack; 5 meetings in FY2025; post-December 2024, Audit took on broader finance oversight (returns, liquidity, TSR, capital allocation, M&A finance, tax) after Finance Committee dissolution .
- Technology and Innovation Committee: Member; chaired by Staci L. Kroon; members include Bryant, Fisher, Pack; 3 meetings in FY2025; oversight of technology trends, innovation strategy, R&D effectiveness, and risks from technology investments .
- Independence: The Board affirmatively determined all non-employee directors are independent under NYSE rules; only the CEO (Michael J. Happe) is not independent . Corporate governance highlights emphasize independent chair, independent committees, and executive sessions each regular meeting .
- Attendance and Engagement: Board met 8 times in FY2025; each director attended at least 75% of Board and committee meetings during their service; all then-serving directors attended the 2024 annual meeting; independent directors hold executive sessions at every regular meeting .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual Board Cash Retainer (program) | $90,000 | $90,000 |
| Committee Chair Cash Retainer – Audit (program) | $20,000 | $20,000 |
| Committee Chair Cash Retainer – Other committees (program) | $15,000 | $15,000 |
| Board Chair Cash Retainer (program) | $125,000; increased to $150,000 effective Sept 1, 2024 | $150,000 |
| Kevin E. Bryant – Fees Earned or Paid in Cash | $105,000 | $107,841 |
| Semler Brossy engagement on director compensation | Yes | Yes; program maintained for FY2026 |
Notes:
- Directors may elect to defer retainers into the Directors’ Deferred Plan .
- No perquisites over $10,000 were reported for directors in FY2024 or FY2025 .
Performance Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual Director Equity Retainer (program) | $150,000 RSUs (prospective grant for upcoming year) | $150,000 RSUs (prospective grant for upcoming year) |
| RSU Grant Valuation Price | $58.68 (Oct 10, 2023; Ms. Kroon on Oct 11, 2023 at $58.47) | $58.87 (Oct 15, 2024; Mr. Pack’s on Jan 8, 2025 at $48.47) |
| Kevin E. Bryant – Stock Awards (Grant-Date Fair Value) | $150,000 | $150,000 |
| Kevin E. Bryant – Unvested Restricted Stock Awards/Units at FY End | 7,007 (as of Aug 31, 2024) | 2,548 (as of Aug 30, 2025) |
| Deferred Stock Units (DSUs) at FY End | None | None |
| Plan cap on annual awards to non-employee directors | $400,000 aggregate grant-date fair value per calendar year |
Notes:
- The proxy does not disclose performance-based metrics for director equity; RSU grants are time-based, granted prospectively for service in the upcoming year .
Other Directorships & Interlocks
| Entity | Type | Role | Potential WGO Interlock/Conflict |
|---|---|---|---|
| Ralliant Corporation | Not specified | Director | None disclosed |
| Children’s Mercy Kansas City | Non-profit | Director | None disclosed |
| SPP Members Committee (prior) | Industry body | Member | None disclosed |
| NACD Midwest Chapter (prior) | Non-profit governance | Director | None disclosed |
- Related-party transactions oversight resides with the Nominating & Governance Committee. The proxy specifically analyzed a vendor relationship for another director (TouchPoint/ Kroon) and concluded no impairment; no related-party transactions for Bryant are disclosed .
Expertise & Qualifications
- Financial Expert; Strategic Transformation; Operations Optimization .
- Audit Committee leadership; expanded finance oversight remit after Finance Committee dissolution .
Equity Ownership
| Holder | Shares Owned Outright | Exercisable Options | Winnebago Stock Units (DSUs) | Total Beneficial Ownership | % of Common Stock |
|---|---|---|---|---|---|
| Kevin E. Bryant | 13,755 | — | — | 13,755 | <1% (based on 28,207,219 shares outstanding) |
- Outstanding unvested RSUs: 2,548 as of Aug 30, 2025 .
- Ownership guidelines: At least 500% of annual cash retainer (plus any chair retainers) within five years; all non-employee directors have met or are on track .
- Anti-hedging/Anti-pledging: Directors are prohibited from hedging or pledging Winnebago stock, including holding in margin accounts .
Governance Assessment
- Committee leadership and scope: Bryant’s role as Audit Committee Chair, with expanded oversight of capital allocation, returns, liquidity, TSR, and M&A finance post-Finance Committee dissolution, positions him centrally in financial risk oversight and capital discipline . This is supportive of board effectiveness for investors focused on financial governance.
- Independence and attendance: Independent status affirmed; board emphasizes independent leadership, executive sessions at each regular meeting, and strong attendance (≥75% for each director in FY2025) . This indicates engagement and healthy governance processes.
- Compensation and alignment: Director pay mix is weighted toward equity ($150,000 RSUs annually), with cash retainer plus Audit Chair fee; Bryant’s FY2025 total $257,841 with 58% equity by value, and unvested RSUs outstanding. Ownership guidelines and anti-hedging/pledging policies further align director incentives with shareholders .
- Conflicts and red flags: No related-party transactions disclosed for Bryant; anti-hedging/anti-pledging policy reduces alignment risks. No perquisites over $10,000, and director awards are capped at $400,000 per calendar year under the plan .
- Signals: The consolidation of finance oversight into Audit signals trust in Bryant’s financial expertise and may enhance accountability on capital decisions. The consistent director equity retainer and compliance with ownership guidelines bolster investor confidence in alignment .
RED FLAGS: None disclosed regarding Bryant. No hedging/pledging permitted; no related-party transactions disclosed for Bryant; attendance requirements met at the board level .