Michael Pack
WINNEBAGO INDUSTRIESAbout Michael Pack
Michael E. Pack (age 50) is an independent Class II director of Winnebago Industries, appointed January 8, 2025, and standing for election to a term ending at the 2028 annual meeting; he serves on the Audit Committee (designated an SEC “audit committee financial expert”) and the Technology & Innovation Committee . He is Executive Vice President and President, Vocational at Oshkosh Corporation; prior roles include Oshkosh EVP & CFO and, earlier, senior audit manager at Grant Thornton; he holds a BBA from the University of Wisconsin–Madison and is a CPA . The Board affirms his independence along with all non‑employee directors . In fiscal 2025, the Board met eight times and each director met at least 75% attendance of Board/committee meetings during their tenure; the Audit Committee met five times and Technology & Innovation met three times .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oshkosh Corporation | Executive Vice President & President, Vocational | June 2024–present | Leads Vocational segment (Pierce, McNeilus, AeroTech); manufacturing and industry expertise |
| Oshkosh Corporation | Executive Vice President & Chief Financial Officer | Prior to June 2024 (dates not specified) | Financial leadership; designated audit committee financial expert at WGO |
| Grant Thornton LLP | Senior Audit Manager | Prior to 2006 | Public accounting, audit rigor |
External Roles
| Organization | Capacity | Public Company? | Notes |
|---|---|---|---|
| Oshkosh Corporation | EVP & President, Vocational | Yes (NYSE: OSK), executive role (not a director) | Current operating executive role; no WGO related-person transaction disclosure with Pack |
| Other public company boards | — | — | “Other public boards” shown as none for Pack |
Board Governance
- Committee assignments: Audit (member; Audit Committee Financial Expert) and Technology & Innovation (member) .
- Committee activity (FY25): Audit met 5 times; Technology & Innovation met 3 times .
- Audit scope expanded (post Finance Committee dissolution): oversight of returns, liquidity, TSR, capital structure/allocation, M&A financials, tax strategy/risk .
- Independence: Board affirmatively determined all non‑employee directors (including Pack) are independent under NYSE rules .
- Attendance: Board met 8 times in FY25; each director attended ≥75% of Board/committee meetings during their tenure .
- Anti‑hedging/anti‑pledging policy applies to directors; hedging and pledging of WGO stock are prohibited .
- Ownership guidelines: 500% of annual cash retainer within 5 years; all non‑employee directors have met or are on track .
Fixed Compensation
Program structure (non‑employee directors):
- Annual cash retainer: $90,000; Board Chair additional $150,000; Committee Chair retainers: Audit $20,000; Other committees $15,000 .
- No perquisites ≥$10,000 disclosed for any director; WGO encourages periodic temporary use of products to understand customer experience .
Pack’s FY2025 actual director pay (partial year, appointed Jan 8, 2025):
| Component | Amount |
|---|---|
| Fees earned/paid in cash | $58,308 |
| Stock awards (RSUs) | $96,698 (grant priced at $48.47 on Jan 8, 2025) |
| Total | $155,006 |
Performance Compensation
- Equity structure: Non‑employee director equity retainer granted as RSUs prospectively; standard annual director grants made Oct 15, 2024 at $58.87; Pack received a pro‑rated RSU award upon joining Jan 8, 2025 at $48.47 .
- Vesting: Director RSUs vest approximately one year from grant; unvested RSUs vest upon death/disability; double‑trigger vesting on change in control if not assumed and followed by qualifying termination; directors may defer settlement until termination or change in control .
Performance-metric table (directors)
| Metric Type | Applies to Directors? | Detail |
|---|---|---|
| Financial/operational performance metrics (e.g., revenue, EPS) | No | Director equity is time‑based RSUs; no performance metrics tied to director compensation |
| Vesting schedule | Yes | RSUs vest ~1 year from grant; CIC and death/disability provisions as noted |
| Deferral | Yes | May defer retainers into money credits or WGO stock units under Directors’ Deferred Plan |
Other Directorships & Interlocks
- Other public company boards: None listed for Pack .
- Related‑party/Interlocks: Company states no transactions or relationships reportable under Item 404(a) for Pack upon appointment; independence affirmed in proxy (the only related‑party items disclosed pertain to another executive) .
Expertise & Qualifications
- CPA; former public company CFO; designated “audit committee financial expert” by WGO Audit Committee .
- Mobility/manufacturing expertise through Oshkosh’s purpose‑built vehicles and equipment businesses (Pierce, McNeilus, AeroTech) .
- Education: BBA, University of Wisconsin–Madison .
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Unvested RSUs | 1,995 units | Granted as director equity; separate from Deferred Plan units |
| Deferred Stock Units (vested under Directors’ Deferred Plan) | 1,629 units | From deferral of cash retainers into WGO stock units |
| Shares owned outright | — | None disclosed as of Oct 21, 2025 |
| Total beneficial ownership (SEC definition) | 1,629 shares (via stock units) | <1% of common stock |
- Ownership guidelines: 500% of annual cash retainer within 5 years; Board states all non‑employee directors have met or are on track (Pack joined in 2025, thus within compliance window) .
- Hedging/pledging: Prohibited for directors under company policy; no pledging disclosed for Pack .
Governance Assessment
- Strengths: Independence affirmed; designated audit committee financial expert; sits on Audit and Technology & Innovation as Board refresh broadens oversight; no related‑party transactions disclosed; strong anti‑hedging/anti‑pledging policy; robust director ownership guidelines .
- Compensation alignment: Director pay is standard market structure (cash retainer + time‑based RSUs), with Pack’s FY25 grants appropriately pro‑rated to his January appointment .
- Engagement/attendance: Board and committees met regularly in FY25, and all directors met ≥75% attendance during tenure; Audit (5x) and Technology & Innovation (3x) activity indicate ongoing engagement .
- Shareholder context: Recent say‑on‑pay (FY2024) approval at 97.6% suggests supportive investor sentiment toward compensation governance; 2025 annual meeting scheduled Dec 16, 2025 (results pending) .
- Watch items: Pack is a senior executive at Oshkosh (adjacent industrial/mobility ecosystem). No transactions with Oshkosh were disclosed, and independence was affirmed; continue monitoring for potential related‑party interactions in future proxies .
No RED FLAGS identified: no related‑party exposures tied to Pack; no hedging/pledging; no attendance concerns disclosed; director compensation appears conventional and pro‑rated to tenure .