Sara Armbruster
WINNEBAGO INDUSTRIESAbout Sara E. Armbruster
Sara E. Armbruster, age 54, is an independent director of Winnebago Industries (WGO) serving since 2019. She is President and Chief Executive Officer of Steelcase Inc. (since October 2021) and serves on Steelcase’s board, bringing expertise in strategy, innovation, information technology, and digital transformation; her WGO board skills include Public/Private Company CEO, Global Experience, and Strategic Transformation . She chairs WGO’s Nominating and Governance Committee and sits on the Human Resources Committee; WGO affirms all non‑employee directors are independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Steelcase Inc. | Vice President, Corporate Strategy; Vice President, Strategy, Research & Digital Transformation; Executive Vice President | 2007–2021 | Led digital transformation, global design research, new business models, and external growth including M&A and partnerships |
| Banta Corporation | Vice President, Business Development | Prior to 2007 | Leadership in contract printing; corporate development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Steelcase Inc. | President & CEO; Director | Oct 2021–present | HNI Corporation announced a pending acquisition of Steelcase in Aug 2025 (subject to approvals) |
Board Governance
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Nominating & Governance | Chair | 7 |
| Human Resources | Member | 5 |
- Board met eight times in FY2025; each director attended at least 75% of Board and relevant committee meetings, and independent directors held executive sessions at every regular Board meeting .
- WGO’s Board is majority independent with an independent Chair (David W. Miles), and all committees are composed of independent directors .
- The Nominating & Governance Committee (which Armbruster chairs) oversees director nominations, governance policy, related-person transactions, and ESG oversight .
- Human Resources Committee uses independent consultant Semler Brossy and reported no interlocks or insider participation among members; Armbruster serves as a member .
Fixed Compensation (Director)
| Element | FY2025 Amount | Terms |
|---|---|---|
| Annual Board Cash Retainer | $100,574 | Paid quarterly; standard retainer is $90,000; committee chairs receive $15,000; Audit chair $20,000; Board chair $150,000 |
| Equity Retainer (RSUs) | $150,000 | Granted prospectively; RSUs vest approximately one year from grant; annual director equity capped at $400,000 under 2019 plan (excl. deferrals) |
- Directors may use WGO products on a temporary basis to evaluate product design; no director perquisites exceeded $10,000 in FY2025 .
Performance Compensation (Director)
| Performance Metrics | Structure | Notes |
|---|---|---|
| N/A (Directors) | Director equity awards are time-based RSUs; no performance metrics or options for non-employee directors disclosed | RSUs vest in ~1 year; no performance-conditioned director awards |
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Conflict Notes |
|---|---|---|
| Steelcase Inc. | CEO and Director | No WGO‑disclosed related-party transactions involving Armbruster; HR Committee disclosed no interlocks; N&G Committee (chaired by Armbruster) reviews related-party transactions . |
Expertise & Qualifications
- Public company CEO experience (Steelcase); global and strategic transformation credentials aligned to WGO’s board skills matrix .
- Leadership in technology-driven change, digital transformation, innovation programs, and external growth (M&A/partnerships) .
Equity Ownership
| Item | Amount |
|---|---|
| Shares owned outright | 6,848 |
| Unvested RSUs | 2,548 |
| Deferred stock units | None |
| % of shares outstanding | ~0.024% (6,848 of 28,207,219 outstanding) |
- Director ownership guideline: at least 500% of the annual cash retainer (plus any chair retainers) within five years; all non‑employee directors have met or are on track .
- Anti-hedging and anti-pledging policy applies to directors; hedging and pledging of WGO stock are prohibited .
Governance Assessment
- Board effectiveness: Armbruster’s chair role on Nominating & Governance places her at the center of board refreshment, governance policy, ESG oversight, and related‑party review—key to investor confidence in governance quality .
- Independence and attendance: Independent status affirmed; Board held eight meetings with at least 75% attendance per director and regular executive sessions, supporting robust oversight .
- Compensation alignment: Director pay mix (cash retainer plus modest RSU grant with one‑year vesting) and ownership guidelines support alignment without excessive guarantees; no performance pay or options for directors .
- Conflicts/related party: No Armbruster‑specific related party transactions disclosed; N&G Committee approved and disclosed unrelated executive‑affiliated transactions (Three Oaks/Grand Design), indicating functioning oversight; no HR committee interlocks reported .
- Shareholder sentiment: Say‑on‑pay approval was 97.6% in 2024, suggesting broad support for compensation governance under committees Armbruster helps oversee .
RED FLAGS: None disclosed specific to Armbruster (no pledging/hedging, no related-party transactions, no attendance concerns) .