STOCKHOLDERS' EQUITY

12 Months Ended

Jul. 31, 2020

STOCKHOLDERS’ EQUITY

The Board approved the Thor Industries, Inc. 2016 Equity and Incentive Plan (the “2016 Equity and Incentive Plan”) on October 11, 2016 and the 2010 Equity and Incentive Plan (the “2010 Equity and Incentive Plan”) on October 25, 2010. These plans were subsequently approved by shareholders at the 2016 and 2010 annual meetings, respectively. The maximum number of shares issuable under each of the 2016 Equity and Incentive Plan and the 2010 Equity and Incentive Plan is 2,000,000. As of July 31, 2020, the remaining shares available to be granted under the 2016 Equity and Incentive Plan are 982,258 and under the 2010 Equity and Incentive Plan are 1,211,385. Awards may be in the form of options (incentive stock options and non-statutory stock options), restricted stock, restricted stock units, performance compensation awards and stock appreciation rights.

Restricted stock award activity and the related expense under the 2010 Equity and Incentive Plan was immaterial for all periods presented.

During fiscal 2013, the Compensation and Development Committee of the Board (the “Committee”) approved a program to award restricted stock units (the “RSU program”) to certain employees at the operating subsidiary and corporate levels. In December 2016, the stockholders of the Company approved a new equity compensation plan that allows the RSU program to continue in subsequent years on similar terms, but now includes a double-trigger change in control provision. The double-trigger provision, which is applicable to awards granted in fiscal 2017 and subsequent years, stipulates that immediate vesting of an outstanding grant would occur only upon the occurrence of both a change in control, as defined by the plan, and a corresponding change in employment status.

Under the RSU program, the Committee generally approves awards each October related to the financial performance of the most recently completed fiscal year. The awarded employee restricted stock units vest, and shares of common stock are issued, in equal installments on the first, second and third anniversaries of the date of grant. In addition, concurrent with the timing of the employee awards, the Nominating and Governance Committee of the Board has awarded restricted stock units to Board members that will vest, and shares of common stock will be issued, on the first anniversary of the date of the grant.

In September 2019, the Board approved an equity compensation program for certain members of the Company’s executive management. Under this program, a portion of their equity compensation will be determined based on performance related to targets set for both the Company’s return on invested capital and free cash flow during a multi-year measurement period (North American operations only and a two-year measurement period for fiscal year 2020 grants). These performance stock unit (“PSU”) awards are based on a sliding scale of actual performance against relevant goals within a range of fifty percent (50%) to one hundred fifty percent (150%) of the target. Performance below the fifty percent (50%) threshold will result in no earned shares, while performance above the one hundred fifty percent (150%) level will result in an award of shares equal to two times the amount of target shares. In deriving the number of shares earned, if any, both performance metrics will be weighted equally. Following the measurement period, in accordance with actual achievement and certification of performance metrics, fully vested shares of common stock will be issued to the award recipients. The fair value of the PSU awards is determined using the Company’s stock price on the grant date. These awards are equity classified and will be expensed over the applicable measurement period based on the extent to which achievement of the performance metrics is probable.

The fair value of the employee and Board member restricted stock units is determined using the Company’s stock price on the date of grant. Total stock-based expense recognized in fiscal 2020, 2019 and 2018 for these RSU and PSU awards totaled $19,889, $18,950 and $17,000, respectively.

A summary of restricted stock unit activity, which includes performance stock units, during fiscal 2020, 2019 and 2018 is included below:


	2020				2019					2018
	Restricted Stock Units	Weighted- Average Grant Date Fair Value		Restricted Stock Units	Weighted- Average Grant Date Fair Value		Restricted Stock Units	Weighted- Average Grant Date Fair Value
Nonvested, beginning of year	451,563	$	91.08	328,431	$	101.97	332,576	$	69.41
Granted	407,151	50.78		310,924	79.12		171,340	124.84
Vested	(206,624)	92.87		(167,591)	90.23		(168,714)	64.01
Forfeited	(10,680)	69.66		(20,201)	91.11		(6,771)	93.46
Nonvested, end of year	641,410	$	65.28	451,563	$	91.08	328,431	$	101.97

At July 31, 2020 there was $18,219 of total unrecognized compensation costs related to restricted stock unit awards that are expected to be recognized over a weighted-average period of 1.59 years.

The impact on the Consolidated Financial Statements of all other stock-based awards granted under the 2016 Equity and Incentive Plan and 2010 Equity and Incentive Plan was immaterial for all periods presented.

The Company recognized a tax benefit related to total stock-based compensation expense of $4,775, $4,550 and $4,930 in fiscal 2020, 2019 and 2018, respectively.