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Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance

The following table sets

forth

a comparison of Pay Versus Performance (“PVP”) related to compensation reported in the Summary Compensation Table to compensation actually paid to our Principal Executive Officer (“PEO”) and other NEOs as well as information on our Company performance.



Year	Summary Compensation Table Total for PEO (1)		Compensation Actually Paid to PEO (5)		Average Summary Compensation Table Total for Non-PEO NEOs (2)		Average Compensation Actually Paid to Non-PEO NEOs (5)		Value of Initial Fixed $100 Investment Based on:				Company Net Income ($ in millions)		Company EBITDA (4) ($ in millions)
Year	Summary Compensation Table Total for PEO (1)		Compensation Actually Paid to PEO (5)				Average Compensation Actually Paid to Non-PEO NEOs (5)		Company Total Shareholder Return (3)		Peer Group Total Shareholder Return (3)		Company Net Income ($ in millions)		Company EBITDA (4) ($ in millions)

2023	$	6,748,551	$	15,496,536	$	2,138,092	$	3,039,172	$	207	$	146	$	143	$	405

2022		7,810,461		4,230,620		3,416,649		1,780,081		122		112		328		627

2021		8,023,798		12,877,899		3,789,459		6,581,026		159		145		225		457

2020		7,469,365		11,918,983		2,624,006		3,835,865		133		116		97		247

(1)

Mr. Nemeth served as our PEO for each year.

(2)

The Company’s Non-PEO NEOs for the years ended December 31, 2023, 2022, 2021 and 2020 were as follows:

• 2023 - Messrs. Rodino, Ellis, Filer, Petkovich and Duthie

• 2022 and 2021 – Todd M. Cleveland and Messrs. Rodino, Ellis and Petkovich

• 2020 - Messrs. Cleveland, Rodino, Ellis, Petkovich, John A. Forbes and Joshua A. Boone

(a) Mr. Petkovich joined the Company as CFO in November 2020 and resigned from the Company in May 2023.

(b) Mr. Filer joined the Company as Senior Vice President of Finance in November 2022 and served as Interim CFO from May 2023 through March 4, 2024, at which time he returned to his previous role as Senior Vice President of Finance.

(c) Mr. Cleveland served as Executive Chairman during 2020-2022 and served as our PEO through December 31, 2019. Equity awards granted to Mr. Cleveland while he served as PEO continued to vest during 2020-2022.

(d) Mr. Boone resigned as CFO of the Company in June 2020.

(e) Mr. Forbes, an independent member of our Board, served as interim CFO from June 2020 until November 2020. The compensation for Mr. Forbes reflected in this table relates to the salary, bonus and equity grant Mr. Forbes received while serving as interim CFO. The table does not include any compensation Mr. Forbes received related to his service as a member of the Board of Directors.

(3)

Company Total Shareholder Return (“TSR”) reflects $100 invested as of market close on December 31, 2019, the final trading day of fiscal 2019. The Peer Group TSR values for 2020, 2021 and 2022 have been updated from those reported in last year’s table to reflect a market cap weighting effective date of December 31, 2019. Peer Group TSR reflects a customized peer group of companies, which includes Brunswick Corporation, Cavco Industries, Inc., LCI Industries, Malibu Boats, Inc., Polaris, Inc., Thor Industries, Inc., Winnebago Industries, Inc., and Wabash National Corporation. See Stock Performance Graph on page 28 of our Form 10-K for the fiscal year ended December 31, 2023.

(4)

Company selected measure of EBITDA, calculated as earnings before interest, taxes, depreciation and amortization, is the primary metric used in our LTIP as discussed in the CD&A beginning on page 24.

(5)

The following table sets forth a reconciliation from the Summary Compensation Table (“SCT”) to Compensation Actually Paid to our PEO and for the average paid for our Non-PEO NEOs for the year ended December 31, 2023.



	PEO		Average Non-PEO NEOs

	2023		2023

SCT Total Compensation		$6,748,551		$2,138,092

SUBTRACT Grant Fair Value of Equity Awards Made During Year (a)		(4,200,020)		(1,146,630)

ADD Year End Fair Value of Equity Awards Made During Year (b)		6,198,117		1,258,228

ADD Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards (c)		5,999,844		1,173,818

ADD Change in Fair Value of Equity Awards Granted in Prior Years That Vested During Year (d)		448,652		(161,035)

ADD Fair Value at Vesting of Equity Awards Made During Year That Also Vested During Year (e)		-		-

SUBTRACT Fair Value at the End of the Prior Year of Equity Awards That Were Forfeited During Year (f)		-		(276,990)

ADD Value of Dividends Paid on Equity Awards That Vested During Year Not Included in SCT Total Compensation (g)		301,392		53,689

Total Adjustments Related to Equity Awards		$8,747,985		$901,080

Total Adjustments Related to Pension Value (h)		-		-

Total Compensation Actually Paid		$15,496,536		$3,039,172

(a)

Represents the grant date fair value of equity-based awards made during the fiscal year.

(b)

Represents the year-end fair value of equity awards that were made during the fiscal year and were unvested as of year-end.

(c)

Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that were still unvested as of year-end.

(d)

Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that vested during the current fiscal year.

(e)

Represents the fair value of equity awards that vested during the same year as grant.

(f)

Represents the prior year-end fair value of equity awards forfeited during the year. Upon his resignation in May 2023, Mr. Petkovich forfeited all of his unvested equity awards.

(g)

Dividends accrued during vesting period on restricted equity awards are paid only on shares that vest and at same time as vesting.

(h)

Mr. Nemeth is the only participant in the Executive Retirement Plan. The annual interest credit on the annuity benefit is reported using the same value in the SCT and in Compensation Actually Paid.

Company Selected Measure Name

EBITDA

Named Executive Officers, Footnote

(2)

The Company’s Non-PEO NEOs for the years ended December 31, 2023, 2022, 2021 and 2020 were as follows:

• 2023 - Messrs. Rodino, Ellis, Filer, Petkovich and Duthie

• 2022 and 2021 – Todd M. Cleveland and Messrs. Rodino, Ellis and Petkovich

• 2020 - Messrs. Cleveland, Rodino, Ellis, Petkovich, John A. Forbes and Joshua A. Boone

Peer Group Issuers, Footnote

PEO Total Compensation Amount

$ 6,748,551

$ 7,810,461

$ 8,023,798

$ 7,469,365

PEO Actually Paid Compensation Amount

$ 15,496,536

4,230,620

12,877,899

11,918,983

Adjustment To PEO Compensation, Footnote

(5)



	PEO		Average Non-PEO NEOs

	2023		2023

SCT Total Compensation		$6,748,551		$2,138,092

SUBTRACT Grant Fair Value of Equity Awards Made During Year (a)		(4,200,020)		(1,146,630)

ADD Year End Fair Value of Equity Awards Made During Year (b)		6,198,117		1,258,228

ADD Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards (c)		5,999,844		1,173,818

ADD Change in Fair Value of Equity Awards Granted in Prior Years That Vested During Year (d)		448,652		(161,035)

ADD Fair Value at Vesting of Equity Awards Made During Year That Also Vested During Year (e)		-		-

SUBTRACT Fair Value at the End of the Prior Year of Equity Awards That Were Forfeited During Year (f)		-		(276,990)

ADD Value of Dividends Paid on Equity Awards That Vested During Year Not Included in SCT Total Compensation (g)		301,392		53,689

Total Adjustments Related to Equity Awards		$8,747,985		$901,080

Total Adjustments Related to Pension Value (h)		-		-

Total Compensation Actually Paid		$15,496,536		$3,039,172

(a)

Represents the grant date fair value of equity-based awards made during the fiscal year.

(b)

Represents the year-end fair value of equity awards that were made during the fiscal year and were unvested as of year-end.

(c)

Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that were still unvested as of year-end.

(d)

Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that vested during the current fiscal year.

(e)

Represents the fair value of equity awards that vested during the same year as grant.

(f)

Represents the prior year-end fair value of equity awards forfeited during the year. Upon his resignation in May 2023, Mr. Petkovich forfeited all of his unvested equity awards.

(g)

Dividends accrued during vesting period on restricted equity awards are paid only on shares that vest and at same time as vesting.

(h)

Mr. Nemeth is the only participant in the Executive Retirement Plan. The annual interest credit on the annuity benefit is reported using the same value in the SCT and in Compensation Actually Paid.

Non-PEO NEO Average Total Compensation Amount

$ 2,138,092

3,416,649

3,789,459

2,624,006

Non-PEO NEO Average Compensation Actually Paid Amount

$ 3,039,172

1,780,081

6,581,026

3,835,865

Adjustment to Non-PEO NEO Compensation Footnote

(5)



	PEO		Average Non-PEO NEOs

	2023		2023

SCT Total Compensation		$6,748,551		$2,138,092

SUBTRACT Grant Fair Value of Equity Awards Made During Year (a)		(4,200,020)		(1,146,630)

ADD Year End Fair Value of Equity Awards Made During Year (b)		6,198,117		1,258,228

ADD Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards (c)		5,999,844		1,173,818

ADD Change in Fair Value of Equity Awards Granted in Prior Years That Vested During Year (d)		448,652		(161,035)

ADD Fair Value at Vesting of Equity Awards Made During Year That Also Vested During Year (e)		-		-

SUBTRACT Fair Value at the End of the Prior Year of Equity Awards That Were Forfeited During Year (f)		-		(276,990)

ADD Value of Dividends Paid on Equity Awards That Vested During Year Not Included in SCT Total Compensation (g)		301,392		53,689

Total Adjustments Related to Equity Awards		$8,747,985		$901,080

Total Adjustments Related to Pension Value (h)		-		-

Total Compensation Actually Paid		$15,496,536		$3,039,172

(a)

Represents the grant date fair value of equity-based awards made during the fiscal year.

(b)

Represents the year-end fair value of equity awards that were made during the fiscal year and were unvested as of year-end.

(c)

Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that were still unvested as of year-end.

(d)

Represents the change in fair value during the fiscal year of equity-based awards granted in prior fiscal years that vested during the current fiscal year.

(e)

Represents the fair value of equity awards that vested during the same year as grant.

(f)

Represents the prior year-end fair value of equity awards forfeited during the year. Upon his resignation in May 2023, Mr. Petkovich forfeited all of his unvested equity awards.

(g)

Dividends accrued during vesting period on restricted equity awards are paid only on shares that vest and at same time as vesting.

(h)

Mr. Nemeth is the only participant in the Executive Retirement Plan. The annual interest credit on the annuity benefit is reported using the same value in the SCT and in Compensation Actually Paid.

Compensation Actually Paid vs. Total Shareholder Return