Proxy Statement - Form DEF 14A

This Proxy Statement is provided in connection with the solicitation of proxies, by order of the Board of Directors (the "Board" or "Board of Directors") of THOR Industries, Inc. (the "Company", "THOR", "we", or "us"), to be used at the 2024 Annual Meeting of the Shareholders of the Company. The proxy card or voting instruction form sets forth your holdings of Common Stock of the Company. We expect that, on or after November 6, 2024, this Proxy Statement will be available through the Internet.

GENERAL INFORMATION ABOUT OUR ANNUAL MEETING

A copy of this Proxy Statement and our Annual Report for the fiscal year ended July 31, 2024 ("Fiscal Year 2024"), will be sent to any Shareholder who requests a copy through any of the following methods:

The Annual Report is not to be considered a part of this proxy soliciting material.

VOTING INSTRUCTIONS AND INFORMATION

WHO CAN VOTE

You are entitled to vote if our records show that you held shares in our Company as of the Record Date, October 21, 2024. At the close of business on that date, 53,102,264 shares of our Common Stock were outstanding and entitled to vote. Each share of our Common Stock is entitled to one vote. A list of Shareholders entitled to vote at the Annual Meeting will be available for examination by Shareholders during the Meeting and during regular business hours at the Company's office for ten (10) days prior to the Meeting.

HOW TO VOTE

We are holding our Meeting virtually again this year. You or your proxyholder will be able to attend the 2024 Annual Meeting online, vote and submit questions by visiting www.virtualshareholdermeeting.com/THO2024and using the 16-digitcontrol number included on your notice, on your proxy card, or in the voting instructions that accompanied your proxy materials. You will be able to vote your shares electronically during the Annual Meeting by following the instructions available on the meeting website. We encourage you to vote your shares prior to the Annual Meeting.

In accordance with the rules of the Securities and Exchange Commission (the "SEC"), instead of mailing a printed copy of our proxy materials to each Shareholder of record, we may furnish our proxy materials, including this Proxy Statement and our Annual Report to Shareholders, by providing access to these documents on the Internet. Generally, Shareholders will not receive printed copies of the proxy materials unless they request them.

If your Common Stock is held through a broker, bank, or other nominee (held in "street name"), you will receive instructions from the entity holding your stock that you must follow in order to have your shares voted. If you want to vote your shares during the Meeting, you must obtain a legal proxy from the entity holding your shares and submit a ballot virtually at the Meeting.

If you hold shares in your own name as a holder of record with our transfer agent, Computershare, you may instruct the proxies how to vote by following the instructions listed on the Notice of Internet Availability ("Notice Card") or the proxy card (if printed materials were requested).

Shareholders may vote their shares in any of the following ways:

A proxy that is properly executed and timely returned to our Company that is not revoked prior to the Meeting will be voted in accordance with your instructions. If no instructions are given with respect to one or more of the proposals to be voted upon at the Meeting, proxies will be voted in accordance with the recommendations of our Board of Directors on such proposals. You may revoke your proxy at any time until exercised by giving written notice to the Secretary of our Company, by submitting a ballot virtually at the Meeting, or by timely submitting a later-dated proxy by mail, internet, or telephone. At our Meeting, a representative of Broadridge Financial Solutions, Inc. will tabulate the votes and act as the inspector of election.

HOW VOTES ARE COUNTED

A quorum is required to transact business at our Meeting. Shareholders of record constituting a majority of the shares entitled to cast votes shall constitute a quorum. If you have timely returned valid proxy instructions or attend the Meeting virtually, your shares will be counted for the

purpose of determining whether there is a quorum, even if you abstain from voting on some or all matters voted upon at the Meeting. Abstentions and broker non-voteswill be treated as present for purposes of determining whether a quorum is present.

VOTING

Your vote may be (i) "for" or "withhold" on Proposal 1 relating to the election of each Director; and (ii) "for", "against", or "abstain" on Proposals 2 and 3 relating to the ratification of the retention of the Company's auditors and the advisory vote on executive compensation. The affirmative vote of a majority of the votes cast is required to approve each proposal. With respect to director elections, our Amended and Restated By-Laws ("By-Laws")require each nominee for election as a director to resign from the Board upon failing to receive a majority of the votes cast in an uncontested election, contingent upon the acceptance of the proffered resignation by the Board (based upon the recommendation of the Environmental, Social, Governance and Nominating Committee of the Board). Broker non-votesand abstentions will not impact the outcome of the vote on the proposals, as they are not counted as votes cast. It is important to be aware that if you hold shares in street name with a broker, bank, or other nominee, and you do not submit voting instructions, then your broker, bank, or nominee will not be permitted to vote your shares in its discretion on any of the matters set for vote at our Meeting other than Proposal 2 relating to the ratification of the appointment of our independent registered public accounting firm, which is considered a routine matter.

Our financial objective is to bring value to our shareholders. Value is driven by action and growth. During the Fiscal Year, Management delivered upon several key initiatives and transactions, highlighted by the following:

Mr. Graves, who became a Director in December of 2010, was named as our Chairman of the Board in August 2019. He was CEO for Motorsport Aftermarket Group, a leading manufacturer, distributor, and on-lineretailer of aftermarket products for the powersports industry. He joined this privately-held group in January of 2015 as CEO and retired August of 2018. Previously, Mr. Graves served as the President of Brunswick Boat Group, a division of the Brunswick Corporation, an NYSE company. He was with Brunswick from 2005-2014. Prior to his time with Brunswick, Mr. Graves was President of Dresser Flow Solutions, a maker of flow control products, measurement systems, and power systems, from 2003 to 2005, and before that he was President and Chief Operating Officer of Federal Signal Corporation. Our ESG&N Committee and Board believe that his extensive management experience in related consumer durable businesses whose products are distributed through a dealer network makes him an asset to our Board.

Ms. Hennington joined our Board in September 2021. Ms. Hennington is the Executive Vice President and Chief Strategy & Growth Officer of Target Corp, a position she has held since June of 2024. From February 2021 through June 2024, Ms. Hennington served as Target Corp.'s EVP & Chief Growth Officer. She is a member of Target's leadership team and has been employed by Target in various roles since June 2003. A forward-thinking enterprise leader, Ms. Hennington is responsible for ensuring Target's strategy remains relevant and differentiated as it pursues its next growth horizon, establishing and strengthening relationships with strategic partners, and leveraging the power of technology and generative AI to support every aspect of Target's business. In previous roles she has led the merchandising teams, including all product development, design, sourcing, and the commercial strategies behind the core business. Before joining Target, Christina spent several years consulting with PwC and as a product manager for two Boston-based technology start-ups.She is a Henry Crown Fellow of the Aspen Institute. She was previously the Board Chair for Second Harvest Heartland and a member of several other non-profitboards. Ms. Hennington received her bachelor's degree from Cornell University and her MBA from the Kellogg School of Management at Northwestern University. Our ESG&N Committee and Board believe her experience in areas relevant to THOR's strategic plan make her an asset to our Board.

Ms. Huntington, who became a Director in October of 2018, served as the Chief Executive Officer of Philips Lighting Americas, a leading manufacturer of commercial and residential lighting solutions, until January of 2018, after serving as Chief Executive Officer of Philips Lighting, Professional Lighting Solutions, an assignment based in Amsterdam, The Netherlands. Prior to joining Philips Lighting in April 2013, Ms. Huntington held senior leadership positions with Schneider Electric over the course of a 22-yearcareer, including Chief Operating Officer of Schneider Electric North America and CEO of subsidiary, Juno Lighting Group. Our ESG&N Committee and Board believe that her extensive experience in multinational operations and business transformation/strategy makes her an asset to our Board.

Ms. Hurd joined our Board in September of 2021. She is the President and Chief Executive Officer of Interface, Inc. a worldwide commercial flooring company and global leader in sustainability since April of 2022. She was previously a segment President, Learning and Development, for Newell Brands, an American worldwide manufacturer, marketer and distributor of consumer and commercial products with a portfolio of brands. She became a segment President in March of 2019 having previously been the CEO Writing Division from March of 2018 to March of 2019. Prior to that she was the CEO Baby Division from January of 2017 to March of 2018 and the President Home & Baby Division from January of 2016 to January of 2017. She has over 30 years of experience in the consumer-packaged goods industry. Ms. Hurd received her bachelor's in business administration and marketing from Miami University in Oxford, Ohio. Our ESG&N Committee and Board believe her extensive experience in driving sales and profits of legacy brands through innovation, digital acceleration and global expansion makes her an asset to our Board.

Mr. Kelley, who became a Director in November of 2020, is the Global Chief Financial Officer for Tropicana Brands Group, established in 2022 as a joint venture between PAI Partners and PepsiCo., with a global footprint that spans North American and Europe and industry-leading capabilities in areas that include innovation, R&D, manufacturing, distribution, sales, marketing, and nutrition expertise. Prior to joining Tropicana Brands Group in July of 2022, Mr. Kelley was the Executive Vice President and Chief Financial Officer of TreeHouse Foods, Inc., a leading manufacturer and distributor of private label packaged foods and beverages in North America, from February 2020 to July 2022. He served as Interim Chief Financial Officer of TreeHouse from November of 2019 to February of 2020 and Senior Vice President, Corporate and Operations, Finance from May of 2018 to November of 2019. A food industry veteran, Mr. Kelley joined TreeHouse in 2016 as Vice President Finance and Corporate Controller. Prior to joining TreeHouse, Mr. Kelley was with food and beverage company The Kraft Heinz Company as Head of Global Internal Audit. He was employed by The Hillshire Brands Company, as Senior Vice President, Corporate Controller and Chief Accounting Officer prior to Kraft. Prior to Hillshire, Mr. Kelley held several senior roles of increasing responsibility at USG Corporation, PepsiAmericas, Arthur Andersen, and Cargill, Inc. Mr. Kelley holds a B.A. in Accounting from Clark Atlanta University and an MBA in Accounting and Strategy from the University of Chicago. Mr. Kelley serves on two non-profitboards in the Chicago area. He is active at Chicago Youth Centers, serving as a Board Member and also dedicates his time to the Chicago Children's Museum as the Chairman of the Board. Our ESG&N Committee and Board believe his extensive fiscal and enterprise risk management experience overseeing finance, accounting and controls at the leadership level for Fortune 500 companies which qualify him as an "audit committee financial expert", make him an asset to our Board.

Mr. Klein, who became a Director in December 2017, retired as the Chief Executive Officer in January 2020, and as the Executive Chairman of Fortune Brands Home & Security, Inc., a leading manufacturer of home and security products in December 2020. Mr. Klein joined Fortune Brands, Inc. in 2003 and held corporate strategy, business development, and operational positions until he became CEO of Fortune Brands Home & Security in 2010. Previously, Mr. Klein held key strategy and operating positions at Bank One Corporation and served as a partner at McKinsey & Company, a global management consulting firm. Mr. Klein spent his early career in commercial banking, at both ABN AMRO and First Chicago. Our ESG&N Committee and Board believe that his management experience as chief executive officer of a public company, as well as his treasury and consulting background make him an asset to our Board.

Mr. Lorenger became a Director in February 2024. He is the President, Chief Executive Officer, and Chairman of the Board of HNI Corporation, a leading manufacturer of workplace furnishings and residential building products. He has served in the role of President and CEO since June 2018 and has been Chairman of HNI Board of Directors since February 2020. Mr. Lorenger has held several roles at HNI during his 25 years including President of Office Furniture, President of Allsteel, and General Counsel of HNI prior to assuming his current role. Mr. Lorenger also serves on the Tippie School of Business Advisory Board at the University of Iowa and is a member of the Iowa Business Counsel. Our ESG&N Committee and Board believe that his executive and management experience make him an asset to our Board.

Mr. Martin has been with our Company since 2001 when we acquired Keystone RV Company ("Keystone RV"), where he worked since July of 1998. Mr. Martin currently serves as our President and Chief Executive Officer. From August of 2012 to July of 2013, Mr. Martin served as the Company's President and Chief Operating Officer. Mr. Martin previously served as President of our RV Group from January of 2012 to August of 2012. Prior to becoming President of our RV Group, Mr. Martin was President of Keystone RV from January of 2010 to January of 2012 and Executive Vice President and Chief Operating Officer of Keystone RV from January of 2007 to January of 2010.

Mr. Martin held various positions with Keystone RV, including Vice President of Sales and General Manager of Sales. Prior to joining Keystone RV, Mr. Martin held positions at Coachmen Industries, Inc., a former recreational vehicle and manufactured housing company. Our ESG&N Committee and Board believe that his extensive experience with our Company and the industry make him an asset to our Board.

Mr. Orthwein, a co-founderof our Company, currently serves as Chairman Emeritus of the Board, having been appointed to this position after retiring from the Company in August 2019. Mr. Orthwein has served as a Director of our Company since its inception. He served as our Executive Chairman from August 2013 until his retirement in August 2019. From November 2009 to August 2013, Mr. Orthwein served as the Company's Chairman and CEO. In addition, he served as the Company's President and CEO from November 2009 to August 2012. Mr. Orthwein was previously Chairman of our Company from 1980 to 1986, Vice Chairman of our Company from 1986 to November 2009, and Treasurer of our Company from 1980 to November 2009. Our ESG&N Committee and Board believe that his extensive experience with our Company and the industry make him an asset to our Board.

STRUCTURE AND COMMITTEES AND CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Both our Board and Management embrace the reality that excellent corporate governance is necessary for our Company to succeed. THOR's Governance Guidelines serve as the framework for consistent and effective governance of the Company. The Guidelines are reviewed annually and updated as needed (last updated in Fiscal Year 2023 and reviewed, without change, in Fiscal Year 2024). The Guidelines are available for review on our website, www.thorindustries.com.

BOARD SELECTION PROCESS

Our ESG&N Committee, with assistance from both our Chairman and CEO, screens candidates and recommends nominees to the full Board. Our By-Lawsprovide that our Board may set the number of Directors at no fewer than one (1) and no more than fifteen. Our Board currently consists of nine (9) Directors. Directors stand for election each year.

Our ESG&N Committee has relied upon board search firms in identifying suitable candidates. During this process, the Board adheres to a Diversity Policy as it engages in an evaluation of potential candidates. Another important consideration in our prospective Board member evaluation includes his or her obligation to their primary company and/or to other boards that would detract from their obligation to fully serve on our Board. Further, the Committee will consider Shareholder nominations of candidates for our Board on the same basis as Board-identified candidates, provided that any such nominee possesses the requisite business, management, and educational experience.

PROXY ACCESS

Our By-Lawsallow a group of up to twenty (20) Shareholders who have owned, collectively, at least 3% of our outstanding shares for a period of at least three (3) years to nominate up to two (2) or 25% of the seats up for election, whichever is greater, and include those nominations in our Proxy Statement by following the procedures set forth in the By-Laws.

BOARD STRUCTURE AND LEADERSHIP

THOR's Board of Directors is chaired by an independent director, Andrew E. Graves. Our Board in Fiscal Year 2024 was led by strong Committee chairs, Messrs. Klein (ESG&N), and Kelley (Audit) and Ms. Huntington (Compensation and Development).

Our Board has three standing Committees with the principal functions described below. The charters of each of these Committees are reviewed annually and updated as needed. Each charter is posted on our website at www.thorindustries.comand is available in print to any Shareholder who requests a copy.

DIRECTOR INDEPENDENCE

Of our nine (9) Directors at the close of Fiscal Year 2024, only one was employed by our Company, our President and CEO, Mr. Martin. Except for Mr. Martin, our Board in Fiscal Year 2024 was comprised of "independent" Directors as the term is defined by both NYSE listing standards and our own Governance Guidelines. The Board conducts an annual review to determine the continued independence of all our independent Directors.

INDEPENDENT DIRECTOR MEETINGS

THOR's independent Directors, as an entire body or part thereof, meet in non-executivesessions that include non-independentdirectors and independent directors and meet in executive session (comprised of only independent directors) at the conclusion of each Audit Committee meeting, each Compensation and Development Committee, and each Board meeting.

DIRECTOR ATTENDANCE

During Fiscal Year 2024, the Board of Directors held six (6) meetings. In the aggregate, Directors attended 98% of the total meetings of the full Board. No Director attended less than 88% of the combined total meetings of the full Board and the Committees on which the Director served during this past fiscal year. All of the members of the Board are encouraged, but not required, to attend the Company's Annual Meeting of Shareholders. All of the members of the Board attended the 2023 Annual Meeting.

ANNUAL BOARD AND COMMITTEE EVALUATION

Each year, our Board conducts evaluations of each Committee and the Board as a whole. This process includes evaluation of the individual members of the Committees and the Board. The evaluation includes a process of dynamic feedback designed to identify areas of increased focus.

BOARD RISK OVERSIGHT

At both the full Board and Committee level, a primary function of our Board of Directors is to oversee the Company's risk profile and the processes established by Management for managing risk. Our Board and its Committees regularly evaluate these risks and the mitigation strategies employed by Management. In general terms, our committees oversee the following risks:

Audit Committee:All risks related to financial controls, including all applicable legal, regulatory, and compliance risks, as well as the overall risk management governance structure, including evaluating and responding to the assessments of both our internal audit department and our external auditors.

Compensation and Development Committee:All risks associated with the design and elements of our compensation program and related compliance issues, and all risks associated with the process of developing our people and succession planning.

Environmental, Social, Governance and Nominating Committee:All risks within the scope of the Company's governance programs, climate and environmental risks, and applicable compliance issues.

In performing its oversight responsibilities, the Board relies, in part, upon the results and information gained through the Company's Enterprise Risk Management Program, and considers the program for amendment, as appropriate. The program is designed to ensure appropriate risk monitoring of, and controls over, risks

associated with our business. Risks evaluated through the program include, but are not limited to, those risks related to strategy, operations, acquisition integration, legal, compliance, human resources, mergers & acquisitions, IT & cyber security, operations, and finance.

The Board receives regular reports from Management regarding the status of its risk management programs, and provides input and direction designed to keep the risk management programs effective against the ever-evolving risk landscape applicable generally to commercial enterprises and specifically to our Company.

The Board and Management have developed a culture of risk awareness and risk management that includes annual Company-wide ethics training. Through this constant and interactive process, the Company gains input from its employees as it evaluates risks and updates its management plan accordingly.

DIVERSITY POLICY

In Fiscal Year 2017, our Board formalized a Diversity Policy that it has followed in recent Board candidate searches. Under the Board's Diversity Policy, the initial list of candidates to be considered must include qualified candidates with diversity of race, ethnicity, and gender. Our Board initiated a Board refreshment plan several years ago and has strictly adhered to the diversity policy in the process of recruiting new members. We are proud of the diversity of thought, experience, and background of our Board.

SUCCESSION PLANNING

Our Board is actively engaged in talent management and succession planning. Our succession plan and talent management programs are reviewed semi-annually with the Compensation and Development Committee, and then reviewed and considered by the full Board. These discussions include an ongoing evaluation of our talent and leadership bench and the succession plan that envisions those individuals' advancement to key positions in our Company. In addition, high-potential employees are regularly evaluated and engaged in comprehensive training, both on the job and in the classroom.

MANDATORY RESIGNATION POLICY

The Board continues to maintain a mandatory, age-based,resignation policy, requiring each Director who is 72 years of age or older to submit his or her resignation for consideration by the Board at our October Board meeting for action at our Annual Meeting. If the Board accepts the Director's resignation at the October Board meeting, the Director's resignation would be effective at

the Annual Meeting or earlier if agreed to by the Board and the retiring Director.

SHAREHOLDER COMMUNICATIONS AND ENGAGEMENT

We encourage Shareholder communication with the Company and actively engage our Shareholders in dialogue. Any communications from interested parties directed toward our Board or independent Directors specifically may be sent to Andrew E. Graves, our Independent Chairman, who forwards to each of the other Board members or independent Directors, as appropriate, any such communications that, in the opinion of Mr. Graves, deal with the functions of our Board or its Committees. Mr. Graves' address for this purpose is c/o THOR Industries, Inc., Attention: Corporate Secretary, 52700 Independence Court, Elkhart, IN 46514.

CODE OF ETHICS

We have adopted a written code of ethics, the "THOR Industries, Inc. Business Ethics Policy", which is applicable to all of our Directors, Officers, and employees, including our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or Controller, and other Executive Officers identified in this Proxy Statement who perform similar functions. Our code of ethics is posted on our website found at www.thorindustries.comand is available in print to any Shareholder who requests it. Each year members of the management teams at each of our operating companies, as well as our NEOs, along with several thousand front-line leaders at our companies, engage in training on our Business Ethics Policy. We intend to disclose any changes in, or waivers from, our code of ethics applicable to any Selected Officers on our website or by filing a Form 8-Kwith the SEC.

OUR GOVERNANCE PRACTICES

THOR is committed to governance principles that are designed to be in the best interest of our Shareholders. Our Board evaluates each governance principle as it uniquely applies to THOR. In some instances, this leads our Board to adopt and/or maintain policies that it deems in the best interest of THOR that may not be fully consistent with the views held by others. These decisions and determinations are not made lightly; instead, great consideration is given to the adoption of principles believed to be best suited to THOR's long-term success. Controlling governance principles include:

The Audit Committee of the Board has selected Deloitte & Touche LLP ("Deloitte") as our independent registered public accounting firm to perform the audits of our financial statements and our internal controls over financial reporting for the Fiscal Year ending July 31, 2025. Deloitte was our independent registered public accounting firm for the Fiscal Year ended July 31, 2024. Unless a Shareholder directs otherwise, proxies will be voted FOR the approval of the selection of Deloitte as our independent registered public accounting firm for the Fiscal Year ending July 31, 2025.

Representatives of Deloitte will be present at the Meeting and will have the opportunity to make a statement if they desire to do so.

We are asking our Shareholders to ratify the selection of Deloitte as our independent registered public accounting firm. Although ratification is not required, the Board is submitting the selection of Deloitte to our Shareholders for ratification as a matter of good corporate practice. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of the Company and our Shareholders.

Audit Fees.Represents fees for professional services provided for the audit of our annual financial statements, the audit of our internal controls over financial reporting, the review of our quarterly financial statements, and audit services provided in connection with other statutory or regulatory filings.

Audit-Related Fees. Represents fees for assurance and related services which are reasonably related to the audit of our financial statements.

Tax Fees.Represents fees for professional services related to taxes, including the preparation of domestic and international returns, tax examinations assistance, and tax planning.

All Other Fees.Represents fees for products and services provided to us not otherwise included in the categories above.

Our Audit Committee has adopted a formal policy concerning the approval of audit and non-auditservices to be provided by the independent registered public accounting firm to us. The policy requires that all services Deloitte, our independent registered public accounting firm, may provide to us, including audit services and permitted audit-related and non-auditservices, be pre-approvedby our Audit Committee. Our Audit Committee has considered whether performance of services other than audit services is compatible with maintaining the independence of Deloitte.

Our Audit Committee pre-approvedall audit and non-auditservices provided by Deloitte during Fiscal Year 2024.

EXECUTIVE SUMMARY

OUR BUSINESS

THOR is the sole owner of operating companies which, combined, make it the largest manufacturer of recreational vehicles in the world. Our Company also owns and operates a strong portfolio of companies that supply materials and components to the recreational vehicle industry. Worldwide, we have operations in over 400 facilities located in six countries and 11 U.S. states.

For more information about our Company, please see "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-Kfiled with the SEC on September 24, 2024.

FISCAL YEAR 2024 BUSINESS HIGHLIGHTS

The highlight of our Fiscal Year 2024 performance was our European operating segment. Europe continued to reap the benefits of long-term synergy initiatives, supply-chain diversification, and restructured pricing and order-intake processes to deliver record net sales ($3.36 billion), income before income taxes ($231.4 million) and gross profit margin (17.3%). While the European dealer re-stocking cycle is mostly complete and macro-economic uncertainty remains in Europe, our European operations remain poised to be a strong contributor to our Fiscal Year 2025 operating results.

A combination of continued inflation, higher interest rates, economic uncertainty, and lower consumer confidence, among other factors, resulted in a stagnant North American market for the industry. While, as an industry, North American wholesale recreational vehicle sales were relatively flat year-over-year (from 324,525 during our Fiscal Year 2023 to 330,536 during our Fiscal Year 2024), net sales and gross margin declined as retail purchasers gravitated toward more moderately-priced units.

In North America, Management continued to execute on its "Downturn Playbook", maintaining its focus on our core business. We continued to carefully monitor the market and set only market-reasonable production levels, continued to consolidate production plants, and continued to limit or freeze non-criticalcapital expenditures. Consequently, our performance during Fiscal Year 2024 in North America was very strong relative to the broader market. Through production and pricing discipline, we were able to minimize margin erosion and, in the course of quickly adapting to shifting consumer focus, we preserved our market-share leading positions in the North American segments in which we participate.

The result of these combined efforts yielded net sales of $10.04 billion; gross margin of 14.5%; net income of $265.3 million; and diluted EPS of $4.94.

OUR COMPENSATION PHILOSOPHY: INCENTIVIZE VALUE CREATION BY TYING PAY TO PERFORMANCE

OUR PLAN

We believe executive compensation should be directly linked to performance and long-term value creation for our shareholders. We provide a framework that encourages outstanding financial results and shareholder returns over the long-term while continuing to attract, retain, and motivate a premier management team to sustain and grow our Company.

Our NEO compensation is comprised of (i) a base salary; (ii) a non-equity cash incentive component (our Management Incentive Plan or "MIP"); and (iii) a long-term equity incentive component ("LTI"). The LTI consists of Restricted Stock Units ("RSUs") and Performance Share Units ("PSUs"). Fiscal Year 2024 marked the Company's fifth year under its revised compensation plan which relies heavily upon variable incentive compensation measured by adjusted net income before income tax (our "Company Adjusted NBT")⁽¹⁾, adjusted return on invested capital ("ROIC"), and adjusted free cash flow ("FCF").

Fiscal Year 2024 marked our first year incorporating non-financial metrics into our NEO compensation plan with 10% of target RSUs being contingent upon Management achieving certain ESG metrics related to employee engagement and retention.

The foundation of the compensation plan is an annual benchmarking process to compare Management's pay to that of our compensation peers, our industry competitors, and the market more broadly. For benchmarking in Fiscal Year 2024, our CEO's targeted total compensation was set at 48% of the median targeted CEO compensation for our executive compensation peer group.

Once target total compensation is determined, half of that targeted compensation is designed to be paid in cash compensation through a combination of base salary and MIP while the other half is designed to be paid as LTI in equal parts RSU and PSU awards.

For Fiscal Year 2024, the annual target MIP and 90% of the RSU awards were each converted to a sharing percentage and were awarded relative to the Company's performance compared to the annually forecasted target Company Adjusted NBT.

The other 10% of the projected RSU awards was awardable based on the NEOs achieving two (2) ESG metrics related to employee engagement and retention in North America.

Though RSU awards are based on a one-yearperformance period, once awarded, such RSU awards are subject to vesting over a three-year period beginning on the one-yearanniversary of the award grant.

The PSU awards are subdivided into two equal awards based upon FCF and ROIC, relative to forecasted performance over a three-year period. At the conclusion of the three-year period, actual FCF and ROIC performance are each measured against the forecasted performance and awards vest based on the following schedule (with ROIC and FCF components measured separately):

The total targeted compensation, the sharing percentages for MIP and RSUs, any ESG metric, and the three-year performance metrics for PSUs are reset each year based on new benchmarking, goal-setting, and forecasting by the Company. Only base salary is guaranteed because: (1) the MIP and 90% of the RSU elements of the incentive compensation pay $0 to our NEOs in circumstances where Company Adjusted NBT is not positive; (2) 10% of the RSU element pays $0 to our NEOs if the ESG metrics related to employee engagement and retention in North America are not achieved; and (3) the PSU element pays $0 to the NEOs when metrics are realized at less than the threshold of 50% of their respective forecasted targets at the end of the three-year period.

(1) See Appendix A for reconciliation of non-GAAPfinancial measure to most directly comparable GAAP financial measure

This relative metric mechanism prevents excessive compensation that could arise from steadily growing Company Adjusted NBT, ROIC, and/or FCF as each year the compensation percentages are reset to align with the benchmarked targets and projected Company performance. Accordingly, as targeted performance rises, the sharing percentages used to calculate incentive compensation fall to maintain alignment with benchmarks.

We will continue the critical analysis of our executive compensation plan relative to our return to our shareholders. Based on this ongoing assessment, the Committee will continue to evaluate annually whether the program requires further evolution.

We also regularly solicit feedback from our shareholders who have continually expressed their support of our compensation plan through historical votes and direct feedback.

In addition to the "pay for performance" principles first adopted by our founders in 1980, our Compensation and Development Committee is guided by the following practices and principles:

SHAREHOLDER SUPPORT FOR OUR 2023 ADVISORY VOTE ON EXECUTIVE COMPENSATION AND SHAREHOLDER OUTREACH PROGRAM

At the 2023 Annual Meeting, shareholders approved our advisory Say on Pay proposal in support of our executive compensation program by a vote of 90%.

We regularly communicate with our shareholders regarding a variety of topics and involve independent directors in these conversations as appropriate. We welcome continued engagement on compensation matters and other issues relevant to our business.

LOOKING BACK: REVIEWING THE ELEMENTS OF COMPENSATION FROM FISCAL YEAR 2024

BASE SALARY

Base salaries are part of the compensation package paid to our executives and are determined according to various factors, including benchmarking, experience, talent, contribution, industry standards, expectations, and performance.

On an annual basis, all executive employees' base salaries are reviewed for possible adjustments. Adjustments, though, are an exception and not the rule. While the Compensation and Development Committee considers the market practices of our peer group as a guide for recognized ranges of base compensation, due to our emphasis on performance-based pay, the Compensation and Development Committee intentionally sets base salaries for our CEO and other NEOs well below average for our peer group.

For Fiscal Year 2024, no adjustment to base salaries was made for our existing NEOs except for Mr. Gasper, whose base salary was increased to $600,000. Mr. Gasper's base salary was increased to bring his salary more in line with the bottom quartile of his compensation peer group benchmark.

Our CEO's base salary is $750,000 and has not been adjusted since Fiscal Year 2013. This base salary is the lowest in our 2024 compensation peer group⁽²⁾ (more than 30% lower than the next lowest). Thus, analysis that compares other elements of compensation as a multiple of CEO base salary do not hold as much meaning for THOR as they might with other companies.

VARIABLE INCENTIVE COMPENSATION

Variable performance-based elements comprise the highest percentage of our NEOs' compensation. Payouts under these elements (MIP and LTI) are determined based on our Company Adjusted NBT, FCF, and ROIC measured against the Board's approved forecast for the fiscal year or three-year performance period as well as against ESG metrics selected to provide value to the Company and Shareholders. As stated above, our NEOs' base salary is intentionally set below market, emphasizing this incentive-based pay. For Fiscal Year 2024, our NEOs' compensation was approximately 87%⁽³⁾ incentive-based pay. Our compensation philosophy has long promoted such heavy reliance on variable performance-based pay relative to the Board's approved forecast for the Fiscal Year to align Management's performance with shareholder interests.

CASH-BASED VARIABLE INCENTIVE AWARDS

Our MIP provides cash-based variable incentive compensation. As set forth in the accompanying Appendix A, we generally rely on GAAP numbers to calculate our Company Adjusted NBT and then make standard adjustments to exclude certain gains and/or losses as a result of LIFO, non-controllinginterests, detrimental or incremental impacts to NBT as a result of non-forecastedM&A activity, and certain foreign currency exchange gains/ losses. Target Company Adjusted NBT is determined prior to our Fiscal Year or within the first quarter thereof and a sharing percentage is calculated as "target MIP" divided by "target Company Adjusted NBT." The result of that calculation is converted to a percentage. The amount of earned MIP for our NEOs is calculated and paid based on the Company Adjusted NBT on a quarterly basis. Beginning in Fiscal Year 2024, the Committee established a maximum cash-based variable incentive award to be paid in any fiscal year of $15,000,000.

The key incentive metrics for our Fiscal Year 2024 MIP and total MIP actually paid for our NEOs were as follows:

The executive's eligibility to receive the cash incentive compensation is contingent upon the executive being employed with the Company or an operating company at the time of payment; certification by our Compensation and Development Committee that the amount proposed to be paid under the plan is consistent with pre-determinedformulas; and a determination that, upon considering any relevant factors including our "no-fault"clawback policy, no cause exists to consider payment of a lesser amount.

LONG-TERM EQUITY INCENTIVE PLAN

Our LTI is comprised of both RSUs and PSUs. As discussed above, the target RSUs awarded for Fiscal Year 2024 were separated into two tranches: (1) a tranche consisting of 90% of the target RSUs evaluated on a single year (Fiscal Year 2024) performance of Company Adjusted NBT; and (2) a tranche consisting of 10% of the target RSUs evaluated based on Management's achievement of ESG metrics related to employee engagement and retention. The actual award under each tranche is based on actual Company performance.

The PSUs awarded in Fiscal Year 2024 will be evaluated on a three-year aggregate cycle (Fiscal Years 2024, 2025, and 2026) with the number of shares to be awarded based on an analysis of performance to target (ROIC and FCF) after the conclusion of Fiscal Year 2026.

The RSUs awarded during Fiscal Year 2024, based on the metrics identified in the table below, are eligible to vest in three (3) equal annual installments beginning on the first anniversary of the grant. Participants must generally remain employees of our Company or one of its operating companies through the vesting period to be entitled to receive the stock that is issued upon vesting of the RSUs. An important tool for talent retention, our LTI program provides that, subject to any contrary terms in an employment agreement, any employee who leaves our Company before the vesting date immediately forfeits their right to receive any and all outstanding unvested RSUs and forfeits outstanding PSUs for which the relevant performance period has not ended.

The value of the RSU and PSU awards granted to our NEOs for Fiscal Year 2024 were as follows:

ADDITIONAL COMPENSATION ELEMENTS

BENEFITS AND PERQUISITES

Unlike most of our peers, we offer no substantial benefits or perquisites to our NEOs that are not available to our broader employee population except for: (i) a requested periodic physical exam and ancillary health services to assess the health of our NEOs and certain other executives; and (ii) beginning in Fiscal Year 2024, we provide our NEOs with the opportunity to lease and exclusively use one of our Company's North American recreational vehicles. The recreational vehicle leased to the NEO is at no direct cost to the NEO but the NEO is responsible for certain ancillary costs including fuel, maintenance, and insurance. The recreational vehicle options for our NEOs are limited to those vehicles having a wholesale value under $250,000. This program was initiated so our NEOs (and any other executive officer whose target compensation is at least 40% equity) can: (1) obtain a first-handunderstanding of our products and our customers' RV experience; (2) better relate to and communicate with our customers, dealers, suppliers, and shareholders; and (3) assist in evaluating product design, efficiency, customer service, and maintenance experience. The program does not impose any incremental cost on the Company, but each NEO participating in the program will be treated as receiving taxable compensation representing the value of the benefit. The Company does not provide tax gross-upsfor any benefit so the NEO is responsible for the tax impact associated with both of our perquisite programs.

RETIREMENT PLANS

Our Company does not offer retirement plans to our NEOs. Furthermore, consistent with past practice, our NEOs, like all highly compensated employees of the Company, were excluded from eligibility in our Company-sponsored 401(k) plan in Fiscal Year 2024 but may participate in our non-matchingDeferred Compensation Program that is available to all full-time employees who are precluded from participating in our 401(k) program by virtue of their income.

STOCK OWNERSHIP AND RETENTION GUIDELINES

Our Board maintains stock ownership guidelines for our NEOs and our Board. During Fiscal Year 2023, our Board's stock ownership guideline was increased to four (4) times the Board retainer amount. The guidelines require retention of the following levels of Company stock:

Our NEOs must satisfy the requirement within five (5) years of their first LTI award in their current position. The Board of Directors must satisfy the requirement within five (5) years of the date of their first annual award. All Board members and NEOs are either in compliance with the guidelines or are expected to come into compliance within the required timeline.

CLAWBACK POLICY

Our Board of Directors is required, on a "no fault" basis, to clawback any excess incentive-based compensation (whether equity or cash, including time- and performance-based equity awards) paid to any Executive Officer within a current fiscal year or the three immediately preceding fiscal years of the issuance of any restated financial statement if such restated financial statement impacts the amount of incentive compensation that should have been paid under any incentive-based pay program. Our clawback policy is fully compliant with (and more expansive than) the SEC's final rule adopted on January 27, 2023.

ANTI-HEDGING AND PLEDGING POLICY

Our Company prohibits our Executive Officers and members of the Board of Directors from engaging in any hedging transactions, transacting short sales, or pledging any Company stock.

SEVERANCE PLANS AND CHANGE IN CONTROL AGREEMENTS

Our Company has employment agreements with each of our Named Executive Officers. Updated and adopted during Fiscal Year 2023, these contracts contain non-competitionand non-solicitationobligations that, prior to 2021, were not part of our NEOs' employment relationship with the Company and, prior to 2021, were not standard within the RV industry. The purpose of the contracts and non-competitionprovisions was to secure the exclusive services of our Management Team for the duration of the contracts and for a period of time post-employment. The RV industry is very competitive, and its history is replete

with examples of key leaders leaving their company to start competitive businesses. Given Management's longevity and track record of growth with the Company, the contracts remain important to secure and to protect the Company from such risk. As such, an essential element of the employment agreement was that each executive agrees not to compete against the Company during the term of his or her employment and for a period of two (2) years following termination of employment. The agreements also include confidentiality undertakings and agreements not to solicit Company customers or employees. The RV industry has a comparatively low barrier to entry, geographic concentration, and relies upon personal relationships with suppliers and dealers. Thus, the Company obtained a substantial benefit by collecting non-competitionagreements from its NEOs in Fiscal Year 2021 and renewing these agreements with updated terms in Fiscal Year 2023.

A cornerstone of the THOR Industries, Inc. 2016 Equity and Incentive Plan (as amended) (our "2016 Plan") is its double-trigger vesting requirement. Specifically, the 2016 Plan provides for the vesting of shares only upon the occurrence of both a Change in Control (as defined by the 2016 Plan) and either a corresponding change in employment status or the failure of an acquirer to assume the awards.

The aggregate value of change in control and termination benefits for each NEO is summarized under the subheading, "Potential Payments Upon Termination or Change in Control and Agreements with Resigning Officers" on page 52.

SECTION 409A OF THE CODE

Our compensation plans and programs are designed to comply with Section 409A of the Code, which places strict restrictions on plans that provide for the deferral of compensation.

HOW WE MAKE COMPENSATION DECISIONS AND WHY WE MADE THEM FOR FISCAL YEAR 2024

THE COMPENSATION COMMITTEE

Our Compensation and Development Committee is responsible for the oversight of our Executive Management compensation plan. Each year, the Committee engages in a thorough evaluation of the performance of our NEOs. The Board of Directors conducts a review of our CEO, Mr. Martin. These evaluations are significant inputs for the

Committee as it determines the percentage of the peer group benchmark at which to set target compensation.

Mr. Martin does not participate in his own performance evaluation or in setting his own compensation. For the other NEOs, the Chairman of the Board and the CEO evaluate each NEO's individual performance and recommend to the Compensation and Development Committee a tailored compensation plan that relies on peer benchmark data for that individual. The Compensation and Development Committee then reviews and votes to approve or modify these recommendations.

For more information on the Compensation and Development Committee, see the Corporate Governance Section of this Proxy Statement. Additionally, the Compensation and Development Committee's charter can be found on our Company website at www.thorindustries.com.

OUR INDEPENDENT COMPENSATION CONSULTANT

In Fiscal Year 2024, the Compensation and Development Committee utilized WTW as its compensation consultant. WTW reports directly to the Committee, and the Committee is empowered to retain or replace WTW or hire additional consultants at any time. A representative of WTW regularly attends the Committee meetings and provides data and advice to the Committee throughout the year. Additionally, a representative from WTW regularly meets in executive session with the Committee.

WTW's role is to provide market and peer group data and to advise the Committee on compensation-related decisions.

During Fiscal Year 2024, the compensation consultant provided the following services to the Committee:

In Fiscal Year 2024, the total fees and expenses paid to WTW were $240,636.

OUR COMPENSATION PEER GROUP

Importantly, WTW assists the Committee in determining an appropriate compensation peer group. Our Company has a unique challenge in its peer review process. The Company's largest competitor is part of a multinational conglomerate holding company and its executive pay practices are not publicly available but available information indicates that their program is heavily weighted to cash compensation. Two competitors are publicly traded but those competitors are not reasonable compensation peers due to significant size differences relative to the Company. Geographic proximity to our OEM and supply competitors makes the competition for key industry talent an ever-present challenge.

Our compensation plan is, therefore, designed to attract and retain industry-leading talent through a program that is reasonable and heavily tied to our Company's financial performance. In Fiscal Year 2024, as it has previously, the Committee benchmarked its executive pay against a peer group of publicly traded companies and used this data in conjunction with our own industry-specific knowledge in evaluating its executive compensation practices. The Compensation and Development Committee periodically reviews and, as necessary, updates the peer group. Our general guidelines for our peer group are to include companies that are one-halfto two times our net sales. Our peer group represents manufacturing companies of similar size as expressed in sales and market capitalization. Additionally, we seek to identify manufacturing companies that introduce their products to market through dealerships or franchises. While the compensation peer group is not comprised of our market competitors, it nevertheless provides a meaningful basis for market comparison of our executive compensation packages. Included in our peer evaluation was the consideration of the disclosed peers of the members of our peer group. We believe our compensation peer group for Fiscal Year 2024 represents a solid comparator group for our Company. Our peer group for Fiscal Year 2024 consisted of the following companies*:

We evaluate our pay for performance system on a regular and consistent basis. In doing so, we analyze the peer group's compensation data as reported in their most recent proxy statements. In this process, we measure actual pay data with comparable NEOs and the aggregate NEO compensation. We also evaluate the fixed and incentive-based variables of our compensation program as compared to the peer group. This information is then presented to the Committee for its consideration as it determines the appropriate compensation of our NEOs.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

For Fiscal Year 2024, the Compensation and Development Committee was comprised of four (4) independent directors (Amelia A. Huntington, Wilson Jones, Christina Hennington, and Laurel Hurd) from August 1, 2023 through December 15, 2023 at which time Mr. Jones retired from the Board. The Committee was again comprised of four (4) independent directors beginning when Mr. Lorenger joined the Board on February 1, 2024. No member of the Compensation and Development Committee is a current or, during our Fiscal Year 2024 or any time before, was a former officer or employee of the Company or any of its operating companies. During Fiscal Year 2024, no member of the Compensation and Development Committee had a relationship that must be described under SEC rules relating to disclosure of related person transactions. In Fiscal Year 2024, none of our Executive Officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or the Compensation and Development Committee of the Company.

COMPENSATION RISK ASSESSMENT

As our Compensation and Development Committee evaluates our compensation programs, it considers many areas of risk potentially associated with the various programs as well as steps that can be taken to mitigate those risks. The process of risk consideration and, when appropriate, risk mitigation is a dynamic process that is considered at each Committee meeting. This process includes consideration of many factors, including:

We do not believe that our compensation program creates risk that is reasonably likely to have a material adverse effect on the Company. However, we will continue to monitor risks associated with our pay practices.