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Pay vs Performance Disclosure - USD ($)

12 Months Ended

Jul. 31, 2023

Jul. 31, 2022

Jul. 31, 2021

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

The SEC has adopted a rule requiring annual disclosure of

pay-versus-performance

which shows the relationship between executive compensation actually paid and the Company’s performance. The following pay versus performance disclosure is based on permitted methodology, pursuant to the SEC guidance under Item 402(v) of Regulation

S-K.

TABLE



Year (1)	Summary Compensation Table Total for PEO (2)		Compensation Actually Paid to PEO (3)		Average Summary Compensation Table Total for non-PEO Named Executive Officers (2)		Average Compensation Actually Paid to non-PEO Named Executive Officers (4)		Total Shareholder Return (5)		Peer Group Total Shareholder Return (6)		Net Income (in millions)		Company Adjusted NBT (in millions) (7)

2023		$10,567,489		$19,019,951		$3,432,237		$5,647,940		$107.17		$118.08		$374		$518

2022		$15,866,718		$14,952,360		$4,173,100		$3,818,733		$76.59		$114.50		$1,138		$1,512

2021		$19,085,967		$16,384,052		$4,444,238		$3,924,886		$105.45		$129.51		$660		$834

(1)

Robert W. Martin served as the Company’s Principal Executive Officer (“PEO”) for the entirety of Fiscal Years 2021, 2022, and 2023. The Company’s other NEOs for the applicable years were as follows:

•

Fiscal Year 2023 – Colleen Zuhl, Todd Woelfer, Kenneth D. Julian, and Trevor Q. Gasper

•

Fiscal Year 2022 – Colleen Zuhl, Todd Woelfer, Kenneth D. Julian, and Trevor Q. Gasper

•

Fiscal Year 2021 – Colleen Zuhl, Todd Woelfer, Kenneth D. Julian, and Josef Hjelmaker

(2)

Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable fiscal year in the case of our PEO, Mr. Martin; and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs other than the PEO for the applicable year.

(3)

Amounts reported in this column represent the compensation actually paid, as defined by the SEC, to Mr. Martin as the Company’s PEO in the indicated fiscal years, as calculated in the table below:



PEO		2023		2022		2021

Summary Compensation Table – Total Compensation (a)			$10,567,489		$15,866,718		$19,085,967

-	Grant Date Fair Value of Stock Awards Granted in Fiscal Year (b)		$5,621,179		$7,391,246		$8,648,124

+	Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year (c)		$11,398,863		$6,057,340		$6,360,666

+	Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years (d)		$3,077,766		($2,231,755)		$441,414

+	Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year (e)		$0		$0		$0

+	Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f)		($402,988)		$2,651,303		($855,871)

-	Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year (g)		$0		$0		$0

=	Compensation Actually Paid		$19,019,951		$14,952,360		$16,384,052

(a)

Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year.

(b)

Represents the aggregate grant date fair value of the stock awards granted to Mr. Martin during the indicated fiscal year computed in accordance with FASB ASC 718.

(c)

Represents the aggregate fair value as of the indicated fiscal

year-end

of Mr. Martin’s outstanding and unvested stock awards granted during such fiscal year. PSU amounts were calculated based on the number of shares that would be awarded on a multi-year cycle if target ROIC and FCF objectives are met for the applicable multi-year cycle.

(d)

Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by Mr. Martin as of the last day of the indicated fiscal year. PSU amounts were calculated based on the change in value of a target number of shares that would be achieved on a multi-year basis if target ROIC and FCF objectives are met.

(e)

Represents the aggregate fair value of vesting of stock awards that were granted to Mr. Martin and vested during the indicated fiscal year, computed in accordance with FASB ASC 718. The value indicated for Fiscal Year 2022 represents the value of additional PSUs awarded to Mr. Martin as a result of the target ROIC and FCF objectives having been exceeded.

(f)

Represents the aggregate change in fair value, measured from the prior fiscal

year-end

to the vesting date, of each stock award held by Mr. Martin that was granted in a prior year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718.

(g)

Represents the aggregate fair value as of the last day of the prior fiscal year of Mr. Martin’s stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718.

(4)

Amounts reported in this column represent the compensation actually paid to the Company’s NEOs other than Mr. Martin in the indicated fiscal year, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown on the table below:



Other NEOs Average (a)		2023		2022		2021

Summary Compensation Table – Total Compensation (b)			$3,432,237		$4,173,100		$4,444,238

-	Grant Date Fair Value of Stock Awards Granted in Fiscal Year (c)		$1,770,885		$2,031,800		$2,108,683

+	Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year (d)		$3,330,125		$1,506,155		$1,679,617

+	Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years (e)		$755,887		($542,115)		$111,754

+	Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year (f)		$0		$0		$0

+	Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (g)		($99,424)		$713,393		($202,040)

-	Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year (h)		$0		$0		$0

=	Compensation Actually Paid		$5,647,940		$3,818,733		$3,924,886

(a)

Please see footnote 1 above for the NEOs included in the average for each indicated fiscal year.

(b)

Represents average Total Compensation as reported in the Summary Compensation Table for the reported NEOs during the indicated fiscal year.

(c)

Represents the average aggregate grant date fair value of the stock awards granted to the reported NEOs during the indicated fiscal year computed in accordance with FASB ASC 718.

(d)

Represents the average aggregate fair value as of the indicated fiscal

year-end

of the reported NEO’s outstanding and unvested stock awards granted during such fiscal year. PSU amounts were calculated based on the number of shares that would be awarded on a multi-year cycle if target ROIC and FCF objectives are met.

(e)

Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by the reported NEOs as of the last day of the indicated fiscal year. PSU amounts were calculated based on the change in value of a target number of shares that would be achieved on a multi-year basis if target ROIC and FCF objectives are met.

(f)

Represents the average aggregate fair value of vesting of stock awards that were granted to the reported NEOs and vested during the indicated fiscal year, computed in accordance with FASB ASC 718. The value indicated for Fiscal Year 2022 represents the value of additional PSUs awarded to the reported NEOs as a result of the target ROIC and FCF objectives having been exceeded.

(g)

Represents the average aggregate change in fair value, measured from the prior fiscal

year-end

to the vesting date, of each stock award held by the reported NEOs that was granted in a prior year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718.

(h)

Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported NEOs’ stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718.

(5)

Pursuant to rules of the SEC, the comparison assumes $100 was invested on July 31, 2020, in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance.

(6)

The TSR Peer Group consists of Winnebago Industries (“WGO”), LCI Industries (“LCII”), and The Shyft Group (“SHYF”), the same peer group historically utilized in the stock price performance graph of the Company’s Annual Report.

(7)

For Fiscal Year 2023, Company Adjusted NBT continues to be viewed as the core driver of the Company’s performance and stockholder value creation. Company Adjusted NBT is a

non-GAAP

financial measure. Please see Appendix A for a reconciliation of this

non-GAAP

financial measure.

Company Selected Measure Name

Company Adjusted NBT

Named Executive Officers, Footnote

(1)

•

Fiscal Year 2023 – Colleen Zuhl, Todd Woelfer, Kenneth D. Julian, and Trevor Q. Gasper

•

Fiscal Year 2022 – Colleen Zuhl, Todd Woelfer, Kenneth D. Julian, and Trevor Q. Gasper

•

Fiscal Year 2021 – Colleen Zuhl, Todd Woelfer, Kenneth D. Julian, and Josef Hjelmaker

Peer Group Issuers, Footnote

(6)

PEO Total Compensation Amount

$ 10,567,489

$ 15,866,718

$ 19,085,967

PEO Actually Paid Compensation Amount

$ 19,019,951

14,952,360

16,384,052

Adjustment To PEO Compensation, Footnote

(3)

Amounts reported in this column represent the compensation actually paid, as defined by the SEC, to Mr. Martin as the Company’s PEO in the indicated fiscal years, as calculated in the table below:



PEO		2023		2022		2021

Summary Compensation Table – Total Compensation (a)			$10,567,489		$15,866,718		$19,085,967

-	Grant Date Fair Value of Stock Awards Granted in Fiscal Year (b)		$5,621,179		$7,391,246		$8,648,124

+	Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year (c)		$11,398,863		$6,057,340		$6,360,666

+	Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years (d)		$3,077,766		($2,231,755)		$441,414

+	Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year (e)		$0		$0		$0

+	Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f)		($402,988)		$2,651,303		($855,871)

-	Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year (g)		$0		$0		$0

=	Compensation Actually Paid		$19,019,951		$14,952,360		$16,384,052

(a)

Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year.

(b)

Represents the aggregate grant date fair value of the stock awards granted to Mr. Martin during the indicated fiscal year computed in accordance with FASB ASC 718.

(c)

Represents the aggregate fair value as of the indicated fiscal

year-end

(d)

(e)

(f)

Represents the aggregate change in fair value, measured from the prior fiscal

year-end

to the vesting date, of each stock award held by Mr. Martin that was granted in a prior year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718.

(g)

Non-PEO NEO Average Total Compensation Amount

$ 3,432,237

4,173,100

4,444,238

Non-PEO NEO Average Compensation Actually Paid Amount

$ 5,647,940

3,818,733

3,924,886

Adjustment to Non-PEO NEO Compensation Footnote

(4)



Other NEOs Average (a)		2023		2022		2021

Summary Compensation Table – Total Compensation (b)			$3,432,237		$4,173,100		$4,444,238

-	Grant Date Fair Value of Stock Awards Granted in Fiscal Year (c)		$1,770,885		$2,031,800		$2,108,683

+	Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year (d)		$3,330,125		$1,506,155		$1,679,617

+	Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years (e)		$755,887		($542,115)		$111,754

+	Fair Value of Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year (f)		$0		$0		$0

+	Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (g)		($99,424)		$713,393		($202,040)

-	Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year (h)		$0		$0		$0

=	Compensation Actually Paid		$5,647,940		$3,818,733		$3,924,886

(a)

Please see footnote 1 above for the NEOs included in the average for each indicated fiscal year.

(b)

Represents average Total Compensation as reported in the Summary Compensation Table for the reported NEOs during the indicated fiscal year.

(c)

Represents the average aggregate grant date fair value of the stock awards granted to the reported NEOs during the indicated fiscal year computed in accordance with FASB ASC 718.

(d)

Represents the average aggregate fair value as of the indicated fiscal

year-end

(e)

(f)

(g)

Represents the average aggregate change in fair value, measured from the prior fiscal

year-end

to the vesting date, of each stock award held by the reported NEOs that was granted in a prior year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718.

(h)

Compensation Actually Paid vs. Total Shareholder Return

Pay versus Company and

Peer Group TSR Fiscal Years 2021-2023

Compensation Actually Paid vs. Net Income

Pay versus Net Income

Fiscal Years 2021-2023

Compensation Actually Paid vs. Company Selected Measure

Pay versus Company

Adjusted NBT Fiscal Years 2021-2023

Total Shareholder Return Vs Peer Group

Pay versus Company and

Peer Group TSR Fiscal Years 2021-2023

Tabular List, Table

TABULAR LIST OF COMPANY PERFORMANCE MEASURES

For Fiscal Year 2023, Company Adjusted NBT is identified as the most important financial performance measure in linking “compensation actually paid” to our performance. Company Adjusted NBT was the only performance measure used in determining MIP in Fiscal Year 2023 and was utilized in determining the RSU portion of our LTI. Per the table below, the other financial measures used in Fiscal Year 2023 in linking “compensation actually paid” to our performance were ROIC and FCF.

Most Important Measures

(1) Company Adjusted NBT

(2) ROIC

(3) FCF

Total Shareholder Return Amount

$ 107.17

76.59

105.45

Peer Group Total Shareholder Return Amount

118.08

114.5

129.51

Net Income (Loss)

$ 374,000,000

$ 1,138,000,000

$ 660,000,000

Company Selected Measure Amount

518,000,000

1,512,000,000

834,000,000

PEO Name

Robert W. Martin

Measure:: 1

Pay vs Performance Disclosure

Name

Company Adjusted NBT

Non-GAAP Measure Description

(7)

For Fiscal Year 2023, Company Adjusted NBT continues to be viewed as the core driver of the Company’s performance and stockholder value creation. Company Adjusted NBT is a

non-GAAP

financial measure. Please see Appendix A for a reconciliation of this

non-GAAP

financial measure.

Measure:: 2

Pay vs Performance Disclosure

Name

ROIC

Measure:: 3

Pay vs Performance Disclosure

Name

FCF