Staci Kroon
WINNEBAGO INDUSTRIESAbout Staci L. Kroon
Independent director of Winnebago Industries since 2023; age 52. She is Chair of the Technology and Innovation Committee and a member of the Human Resources Committee. Kroon is President & CEO of TouchPoint, Inc. (since 2025); previously CEO of BraunAbility (2017–2024) and, prior to that, spent 20 years at Eaton culminating as EVP, Eaton Business System (Sept 2015). The Board affirmatively determined she is independent; it specifically reviewed immaterial component purchases from TouchPoint (<1% of revenues for both companies) and found no impairment of independence given her non-involvement and lack of benefit .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TouchPoint, Inc. | President & Chief Executive Officer | 2025–present | Leads a global industrial company; operational excellence and product innovation focus . |
| BraunAbility | President & Chief Executive Officer | 2017–2024 | Mobility ecosystem leadership; strategic growth . |
| Eaton | Various roles; EVP, Eaton Business System (final role) | ~1995–2015 (EVP since Sept 2015) | Operations optimization; business development; general management . |
External Roles
| Category | Entity | Role | Notes |
|---|---|---|---|
| Public company boards | — | — | No other public boards listed for Kroon . |
| Private company | TouchPoint, Inc. | President & CEO | Current operating role (see “About”) . |
Board Governance
- Committee assignments: Technology & Innovation (Chair); Human Resources (member) .
- Meeting cadence (FY2025): Board met 8 times; each director attended at least 75% of Board and relevant committee meetings; independent directors held executive sessions at every regular Board meeting .
- Committee meetings (FY2025): HR Committee (5); Technology & Innovation Committee (3) .
- Independence: Board determined all non-employee directors are independent; specifically reviewed and cleared TouchPoint-related purchases (<1% of revenues; no personal involvement/benefit) .
- Board commitments policy: Executives may serve on one other public company board (with approval); other directors up to three; Kroon has no other public boards disclosed .
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Technology & Innovation | Chair | 3 |
| Human Resources | Member | 5 |
Fixed Compensation
| Fiscal Year | Cash Fees (incl. chair fees) | Equity Retainer (RSUs) | Total |
|---|---|---|---|
| FY2025 | $100,574 | $150,000 | $250,574 |
Program structure (FY2025):
- Annual Board cash retainer: $90,000; Annual Committee Chair cash retainer: $15,000 for non-Audit committees (Technology & Innovation), $20,000 for Audit; Board Chair: $150,000 .
- Annual equity retainer: $150,000 in RSUs; FY2025 grants were made Oct 15, 2024 at $58.87 per share (grant-date close) .
- Directors may defer cash retainers into the Directors’ Deferred Compensation Plan (money credits at 30-year UST rate or stock units) .
Performance Compensation
Directors receive time-based RSUs; no performance metrics apply to non-employee director equity. RSUs generally vest ~1 year from grant; change-in-control provisions are “double-trigger” under the 2019 Plan; all awards are subject to clawback policies; non-employee director annual award limit $400,000; no option/SAR repricing without shareholder approval .
| Metric | Target/Definition | Applies to Director Pay? |
|---|---|---|
| Annual TSR/Adjusted EPS hurdles | Used in NEO PSU design; not used for directors | No – director RSUs are time-based . |
| Double-trigger vesting on CIC | Vesting requires CIC + qualifying termination | Yes . |
| Clawback policy | Recoupment applies to time- and performance-based equity | Yes . |
| Award cap (non-employee director) | $400,000 grant-date fair value per year | Yes . |
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Kroon .
- Human Resources Committee interlocks/insider participation: None; members (including Kroon) had no relationships requiring disclosure .
Expertise & Qualifications
- Public/Private Company CEO; Operations Optimization; Mobility Ecosystem; Technology Leader/Data & Analytics .
- Board emphasizes independent leadership (independent Chair; all committees independent) and strong governance practices (anti-hedging/pledging, ownership guidelines, clawbacks) .
Equity Ownership
| Holder | Shares Owned Outright | Exercisable Options | Winnebago Stock Units (Deferred) | Total Beneficial | % of Shares Outstanding |
|---|---|---|---|---|---|
| Staci L. Kroon | 5,113 | — | — | 5,113 | <1% (based on 28,207,219 SO) |
Director equity outstanding (as of Aug 30, 2025):
- Unvested RSUs/stock units: 2,548 for Kroon; no deferred stock units .
- Director ownership guideline: ≥500% of annual cash retainer (plus chair retainers) within 5 years; all non-employee directors have met or are on track .
- Anti-hedging and anti-pledging policy applies to directors .
Governance Assessment
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Positives:
- Independent director with deep operating and technology credentials; chairs Technology & Innovation Committee—aligns well with product connectivity and R&D oversight focus .
- Strong attendance culture and independent oversight structure; all committees independent; executive sessions at every regular Board meeting .
- Ownership alignment via annual RSU grants and a robust 500% retainer ownership guideline; anti-hedging/pledging policy .
- Compensation governance: HR Committee uses an independent consultant (Semler Brossy); no conflicts; strong clawback and no-repricing safeguards; non-employee director award cap .
-
Watch items / potential conflicts:
- Related-party proximity: Company purchased components from TouchPoint (where Kroon is CEO) in FY2025. The Board concluded independence is not impaired due to immateriality (<1% of revenues for both companies), lack of personal involvement, and no particular benefit; continue monitoring for volume changes or expanded vendor relationships (optics risk) .
- Time demands: She is a sitting CEO; however, she holds no other public company boards and Board policy limits overboarding; current disclosure indicates compliance .
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Shareholder sentiment context: Prior say-on-pay approval was 97.6%, signaling general investor support for compensation governance; while this targets NEO pay, it reflects the environment overseen by committees on which Kroon serves .