William Fisher
WINNEBAGO INDUSTRIESAbout William C. Fisher
William C. Fisher (age 71) is an independent, non-employee director of Winnebago Industries, serving since 2015, and currently sits on the Audit Committee and the Technology and Innovation Committee . Fisher was Chief Information Officer of Polaris Industries (1999–2015) and previously General Manager of Service at Polaris (2005–2014), with earlier roles at MTS Systems, Anderson-Nichols, and Autocon; he brings IT/cybersecurity, operations optimization, channel development, mobility ecosystem, and data/analytics expertise to the Board . The proxy classifies him as independent (the company determined all non-employee directors are independent), and the 2025 director roster lists him as independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Polaris Industries Inc. | Chief Information Officer | 1999–2015 | Led IT/cybersecurity; executive experience supporting service and operations |
| Polaris Industries Inc. | General Manager of Service | 2005–2014 | Oversaw technical, dealer, and consumer service operations |
| MTS Systems | Various roles (IS, software engineering, factory automation, vehicle testing, general management) | 15 years (pre-Polaris) | Broad engineering/operations exposure |
| Anderson-Nichols | Civil Engineer | Not disclosed | Early-career engineering experience |
| Autocon Industries | Developer (process control software) | Not disclosed | Software and automation domain experience |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None disclosed; “Other Public Boards: —” in director matrix |
| Prior public company boards | Not disclosed in the proxy |
| Non-profit/academic/private boards | Not disclosed in the proxy |
Board Governance
| Item | Details |
|---|---|
| Independence | Board affirmatively determined all non-employee directors are independent; Fisher is listed as independent |
| Current committees (FY2025) | Audit (member); Technology & Innovation (member) |
| Committee meeting cadence (FY2025) | Audit: 5 meetings; Technology & Innovation: 3 meetings |
| Attendance | Board met 8 times; each director attended at least 75% of Board and committee meetings; all then-serving directors attended 2024 annual meeting; independent directors hold executive sessions at every regular Board meeting |
| Board leadership | Independent, non-employee Chair (David W. Miles) |
| Board age policy | Director age limit of 72 |
| Tenure on WGO board | Director since 2015 |
| Committee history (FY2024) | Former Chair, Nominating & Governance Committee (FY2024) |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 105,000 | 94,488 |
| Stock Awards ($) | 150,000 | 150,000 |
| All Other Compensation ($) | — | — |
| Total ($) | 255,000 | 244,488 |
| Director Program Elements (FY2025) | Amount/Terms |
|---|---|
| Annual Board cash retainer | $90,000 |
| Annual equity retainer (RSUs) | $150,000 |
| Board Chair cash retainer | $150,000 |
| Committee Chair retainers | Audit: $20,000; Other committees: $15,000 |
Notes:
- The Board retained Semler Brossy to review director pay and approved maintaining the current program for FY2026 .
- Directors may elect to defer cash fees via the Directors’ Deferred Compensation Plan .
Performance Compensation
| Equity/Deferral Feature | Specifics |
|---|---|
| FY2025 equity grant mechanics | RSUs granted prospectively in Oct 2024 under the 2019 Plan; grant date 10/15/2024; valued at $58.87 per share for most directors (Fisher’s award reflected in table) |
| Vesting | Each RSU vests ~1 year from grant; forfeiture on early departure except (i) death/disability → immediate vest; (ii) change in control while serving → unvested RSUs vest on date of termination; settlement deferral available |
| Plan limit (non-employee directors) | Aggregate grant-date fair value ≤$400,000 per director per calendar year (excluding equity in lieu of cash) |
| Deferred Compensation Plan | Directors can defer 50% or 100% of cash retainer into (a) “money credits” accruing interest at the 30-year Treasury yield, or (b) Winnebago stock units (with dividend equivalents); payouts at CoC, termination, or a pre-elected date |
Other Directorships & Interlocks
| Topic | Finding |
|---|---|
| Public company interlocks | None disclosed for Fisher |
| Related-party transactions | FY2025 related-party transactions disclosed only for an executive officer (Donald Clark); no Fisher-related transactions disclosed |
Expertise & Qualifications
- Operations Optimization; Global Experience; Channel Development; Mobility Ecosystem; Technology Leader/Data & Analytics — as listed in the Board’s skills matrix for Fisher .
- CIO background provides IT and cybersecurity oversight capability relevant to the Technology & Innovation Committee mandate .
Equity Ownership
| Metric | Amount | As-of Date |
|---|---|---|
| Shares of Common Stock Owned Outright | 32,267 | Oct 21, 2025 |
| Winnebago Stock Units (Directors’ Deferred Plan; vested) | 6,327 | Oct 21, 2025 |
| Total Beneficial Ownership (SEC Rule 13d-3) | 38,594 | Oct 21, 2025 |
| % of Shares Outstanding | <1% (based on 28,207,219 shares outstanding) | Oct 21, 2025 |
| Unvested Restricted Stock/Units (outstanding) | 13,288 | Aug 30, 2025 |
| Deferred Stock Units (outstanding) | 6,327 | Aug 30, 2025 |
| Ownership guidelines | 500% of annual cash retainer ($90,000) within five years; all non-employee directors have met or are on track | |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors |
Governance Assessment
- Independence and conflicts: Fisher is an independent director; no related-party transactions involving him were disclosed for FY2025, reducing conflict risk .
- Engagement: Board held eight meetings; each director met at least the 75% attendance threshold; all directors attended the 2024 annual meeting; independent director executive sessions occur at every regular Board meeting — supportive of effective oversight .
- Committee alignment and effectiveness: Current assignments (Audit; Technology & Innovation) align with Fisher’s IT/cybersecurity and operations background; Audit met 5 times and Technology & Innovation met 3 times in FY2025, providing regular oversight cycles .
- Compensation and alignment: Director pay mix emphasizes equity ($150,000 RSUs vs. $94,488 cash in FY2025), plus strong ownership guidelines and anti-hedging/anti-pledging policy — favorable for shareholder alignment .
- Refreshment watchpoint: Board age limit is 72; Fisher is 71, indicating potential upcoming refreshment under stated policy (not a red flag, but a timing consideration for continuity/succession) .
RED FLAGS: None material identified — no pledging (policy prohibits), no Fisher-related party transactions, attendance threshold met; monitor tenure vis-à-vis age limit for potential transition timing .