Lci Industries DEF 14A, filed Mar 28, 2025

Lci Industries (LCII)

DEF 14A 2025-03-28 For: 2025-05-15

View Original

Added on June 12, 2026

About this DEF 14A

Lci Industries filed this DEF 14A on March 28, 2025.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

	(1)	To elect nine Directors to serve until the next Annual Meeting of Stockholders, each as recommended by the Board of Directors;

	(2)	To approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers as described in the accompanying Proxy Statement;

	(3)	To ratify the appointment of KPMG LLP as independent auditor for the Company for the year ending December 31, 2025; and

	(4)	To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

	By Order of the Board of Directors,

	ANDREW J. NAMENYE
	Executive Vice President, Chief Legal Officer,
	and Corporate Secretary


Date and Time:	May 15, 2025, at 9:00 A.M. ET
Place:	www.virtualshareholdermeeting.com/LCII2025
Record Date:	March 21, 2025

Voting Matter		Board Recommendation	Page Number with More Information
Proposal 1:	Election of nine Directors	FOR each nominee	17
Proposal 2:	Advisory vote to approve the compensation of the Company’s named executive officers	FOR	66
Proposal 3:	To ratify the appointment of KPMG LLP as independent auditor for the Company for the year ending December 31, 2025	FOR	67

Name Principal Position	Year	Salary		Stock Awards		Non-Equity Incentive Plan Compensation		All Other Compensation		Total
Jason D. Lippert President and Chief Executive Officer	2024	$	1,195,000	$	6,681,590	$	2,004,074	$	278,434	$	10,159,098
	2023	$	1,155,000	$	7,169,980	$	—	$	317,863	$	8,642,843
	2022	$	1,100,000	$	6,522,567	$	2,640,000	$	271,108	$	10,533,675
Lillian D. Etzkorn Executive Vice President and Chief Financial Officer	2024	$	575,000	$	1,179,245	$	492,594	$	76,611	$	2,323,450
	2023	$	364,580	$	761,149	$	—	$	259,261	$	1,384,990
Ryan R. Smith Group President - North America	2024	$	957,000	$	3,247,927	$	1,918,206	$	165,557	$	6,288,690
	2023	$	925,000	$	3,583,161	$	—	$	163,884	$	4,672,045
	2022	$	800,000	$	2,451,043	$	2,800,000	$	125,288	$	6,176,331
Jamie M. Schnur Group President - Aftermarket	2024	$	755,000	$	2,218,840	$	1,219,842	$	120,267	$	4,313,949
	2023	$	730,000	$	2,392,737	$	—	$	123,448	$	3,246,185
	2022	$	620,000	$	1,838,252	$	1,193,500	$	105,074	$	3,756,826
Andrew J. Namenye Executive Vice President, Chief Legal Officer, and Corporate Secretary	2024	$	525,000	$	1,179,245	$	537,375	$	80,753	$	2,322,373
	2023	$	500,000	$	1,191,910	$	—	$	82,165	$	1,774,075
	2022	$	500,000	$	1,186,032	$	708,750	$	81,027	$	2,475,809

	YOUR PROXY IS IMPORTANT TO ENSURE A QUORUM AT THE MEETING. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE VOTE YOUR SHARES THROUGH THE INTERNET OR, IF YOU RECEIVED A PRINTED COPY OF THE PROXY CARD BY MAIL, BY SIGNING, DATING, AND MAILING THE PROXY CARD IN THE ENVELOPE PROVIDED.


	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDER MEETING TO BE HELD ON MAY 15, 2025.

	THIS NOTICE OF ANNUAL MEETING, PROXY STATEMENT, AND OUR 2024 ANNUAL REPORT TO STOCKHOLDERS, INCLUDING OUR 2024 ANNUAL REPORT ON FORM 10-K, ARE AVAILABLE AT HTTP://WWW.PROXYVOTE.COM.



NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT \| LCI INDUSTRIES	9

Proposal Number	Subject	Vote Required	Impact of Abstentions and Broker Non-Votes, if any
Proposal 1:	Election of Directors	A nominee must receive a majority of the votes cast with respect to his or her election, which means that the number of votes cast “for” a nominee must exceed the number of votes cast “against” that nominee.	Abstentions and broker non-votes will not affect the outcome of this proposal.
Proposal 2:	Advisory vote on executive compensation	Approval by the affirmative vote of the holders of a majority in voting power of the outstanding shares of Common Stock that are present virtually or by proxy at the meeting and entitled to vote thereon.	Abstentions will have the same effect as votes cast against this proposal. Broker non-votes will not affect the outcome of this proposal.
Proposal 3:	Ratification of appointment of independent auditor	Approval by the affirmative vote of the holders of a majority in voting power of the outstanding shares of Common Stock that are present virtually or by proxy at the meeting and entitled to vote thereon.	Abstentions will have the same effect as votes cast against this proposal. Broker non-votes will not affect the outcome of this proposal.

Name Address of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾	Approximate Percent of Class⁽¹⁾
BlackRock, Inc.⁽²⁾ 50 Hudson Yards New York, NY 10001	4,096,659	16.0%
The Vanguard Group⁽³⁾ 100 Vanguard Boulevard Malvern, PA 19355	2,785,212	10.9%
Kayne Anderson Rudnick Investment Management, LLC⁽⁴⁾ 2000 Avenue of the Stars, Suite 1110 Los Angeles, CA 90067	2,324,010	9.1%
FMR, LLC⁽⁵⁾ 245 Summer Street Boston, MA 02210	2,110,284	8.3%

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾	Approximate Percent of Class⁽¹⁾
Brendan J. Deely	12,986⁽²⁾	*
James F. Gero	318,073⁽³⁾	1.2%
Tracy D. Graham	14,253⁽²⁾	*
Virginia L. Henkels	12,912⁽⁴⁾	*
Jason D. Lippert	384,973⁽⁵⁾	1.5%
Stephanie K. Mains	4,080⁽⁶⁾	*
Linda K. Myers	2,093⁽⁷⁾	*
Kieran M. O’Sullivan	21,548⁽²⁾	*
David A. Reed	18,957⁽⁸⁾	*
John A. Sirpilla	7,120⁽²⁾	*
Lillian D. Etzkorn	2,721⁽⁵⁾	*
Andrew J. Namenye	26,229⁽⁵⁾	*
Jamie M. Schnur	39,420⁽⁵⁾	*
Ryan R. Smith	30,092⁽⁵⁾	*
All current Directors and executive officers as a group (14 persons)	895,457	3.5%

	RSUs	PSUs
Jason D. Lippert	45,795	114,770
Lillian D. Etzkorn	9,372	16,926
Ryan R. Smith	22,512	55,967
Jamie M. Schnur	15,094	38,572
Andrew J. Namenye	8,826	20,083


	Tracy D. Graham Mr. Graham, 51, Chairman of the Board of Directors, has been a member of our Board of Directors since 2016. Mr. Graham is Chief Executive Officer and Chief Investment Officer of Graham-Allen Partners, a private equity firm focused on acquiring and growing technology and technology-enabled companies. Prior to forming Graham-Allen Partners in 2009, he served as Vice President of SMB Technology Services for Cincinnati Bell, one of the nation’s leading regionally focused local exchange, wireless, and data center providers. Mr. Graham also successfully built and sold three technology companies over a 12-year period, including GramTel USA, Inc., a provider of managed data center and related services to mid-sized businesses, which was sold to Cincinnati Bell. Mr. Graham is a director of 1st Source Corporation, a publicly owned bank holding company headquartered in South Bend, Indiana. He is also a member of the Board of Trustees at the University of Notre Dame, his alma mater. Mr. Graham has over 27 years of executive and leadership experience with technology-based and growth-oriented companies, as well as a multifaceted understanding of the data technology and cybersecurity issues facing businesses today.
	Committees:	Audit; Corporate Governance, Nominating, and Sustainability
	Brendan J. Deely Mr. Deely, 59, has been a member of our Board of Directors since 2011. Mr. Deely is Chief Executive Officer and President of EFC International, a premier global solutions provider of specialty engineered fasteners and components. From 2018 until 2023, Mr. Deely was the President and Chief Executive Officer of Banner Solutions, a leading wholesaler of commercial, residential, and electronic access control door hardware and security products. From 2016 to March 2018, he was an independent director and then President and Chief Executive Officer of A.H. Harris Construction Supplies, a leading distributor of construction supplies and equipment. From 2004 until December 2014, Mr. Deely was President and Chief Executive Officer of L&W Supply Corporation, a subsidiary of USG Corporation, and from 2008 until November 2014, he was Senior Vice President of USG Corporation, a publicly owned manufacturer and distributor of high-performance building systems. For more than five years prior thereto, Mr. Deely held various executive positions with USG Corporation and its subsidiaries. He is a current Board member of Dayton Superior Corporation, a leading single-source provider of concrete accessories, chemicals, and forming products for the non-residential construction industry. Mr. Deely has extensive experience with respect to corporate management, operations, supply chain, and compensation matters, and extensive experience with socially responsible organizations.
	Committees:	Corporate Governance, Nominating, and Sustainability; Risk; Strategy, Acquisition, and Capital Deployment (chair)


	James F. Gero Mr. Gero, 80, has been a member of our Board of Directors since 1992. Mr. Gero is a private investor and served as Chairman of the Board of Orthofix International, N.V., a publicly owned international supplier of orthopedic devices for bone fixation and stimulation, from 2004 to December 2013. Mr. Gero previously served as a director of Intrusion, Inc., a publicly owned supplier of security software, for over twenty years. Mr. Gero has extensive experience with respect to corporate management and leadership, strategic planning, and compensation matters, and has public company board experience.
	Committees:	Compensation and Human Capital; Corporate Governance, Nominating, and Sustainability
	Virginia L. Henkels Ms. Henkels, 56, has been a member of our Board of Directors since 2017 and has over 30 years of financial and leadership experience across a diverse portfolio of publicly-traded companies. Ms. Henkels most recently was Chief Financial Officer and Secretary of Empowerment & Inclusion Capital I Corp., a mission-based special purpose acquisition company (SPAC) focused on promoting equity and inclusion until February 2023. From 2008 to 2017, Ms. Henkels served as Executive Vice President, Chief Financial Officer, and Treasurer of Swift Transportation Company, a then publicly traded transportation services company, where she led numerous capital market transactions, including its 2010 initial public offering and 2017 merger with Knight Transportation. She also held various finance and accounting leadership positions with increasing responsibilities since 2004 at Swift Transportation and from 1990 to 2002 at Honeywell International, Inc., a global diversified technology and manufacturing company. Ms. Henkels also serves on the board of directors of Avnet, a leading global technology distributor and solutions provider; Pursuit Attractions and Hospitality, Inc. (formerly Viad Corp.), a publicly traded travel experience company; and Isaac Instruments, a privately-held solutions provider of transportation technology. Previously, Ms. Henkels served on the board of directors of Echo Global Logistics, Inc., a provider of technology-enabled transportation and supply chain management solutions from 2018 until it was acquired by The Jordan Companies in November 2021. Ms. Henkels is currently a member of the National Association of Corporate Directors and the Women’s Corporate Director organizations. Formerly a CPA, Ms. Henkels has extensive experience with finance, accounting, capital markets, and investor relations, as well as experience in strategy development, risk management, mergers and acquisitions, audit, corporate culture, and corporate governance.
	Committees:	Audit (chair); Compensation and Human Capital; Risk
	Jason D. Lippert Mr. Lippert, 52, has been a member of our Board of Directors since 2007. Mr. Lippert became Chief Executive Officer of the Company in May 2013, was also appointed President of the Company in May 2019, and has been Chief Executive Officer of Lippert Components since February 2003. Mr. Lippert has over 30 years of experience with the Company and its subsidiaries, and he has served in a wide range of leadership positions. Since November 1, 2021, Mr. Lippert also serves on the board of directors of Quanex Building Products Corporation, a publicly traded manufacturer of components sold to Original Equipment Manufacturers (OEMs) in the building products industry. Mr. Lippert has particular knowledge of the industries and customers to which we sell our products, as well as extensive experience with strategic planning, acquisitions, marketing, manufacturing, and the sale of our products.


	Stephanie K. Mains Ms. Mains, 57, has been a member of our Board of Directors since 2021. Ms. Mains has served as Chief Executive Officer of LSC Communications MCL, LLC, a portfolio company of Atlas Holdings, since April 2021. Ms. Mains has over 30 years of experience across diverse industry segments, including aviation, energy, and transportation, and in the last 15 years, building and expanding global service businesses serving industrial, oil and gas, utility, distributed power, and electrification spaces. Prior to her current role, she held the interim Chief Executive Officer role for GE Power Conversion, a $1B advanced electrification and digital solutions business, leading the business to a profitable turnaround through COVID-19 in 2020. From 2015-2019, she served as the President and Chief Executive Officer of Industrial Solutions, a GE and later ABB company. She led Industrial Solutions, a $2.7B GE business delivering technologies that distribute, protect, and control electricity, through a transformation and divestiture to ABB. From 2013-2015, Ms. Mains served as President and Chief Executive Officer of GE Distributed Power Global Services, where she integrated and grew a $2.2B global business platform, servicing technologies that provide at the point of use power to the oil and gas, utilities, mining, and industrial segments. From 2006 until 2013, she held positions of increasing responsibility in GE Energy from General Manager to Vice President. During this time, she led the global build-out and transformation of a $4B service operation providing power equipment and services to utility and oil and gas customers. Prior to joining GE Energy, she spent 16 years across multiple GE businesses in financial and leadership positions, including Chief Financial Officer of GE Aviation Services-Contractual Services and Material Solutions, a $4B aviation material services business. Ms. Mains also serves on the board of directors of Diamondback Energy, Inc., an independent oil and natural gas company; Gates Industrial Corporation plc, a global manufacturer of innovative, highly engineered power transmission and fluid power solutions; and Stryten Manufacturing, a manufacturer of premium battery solutions, which is a private portfolio company of Atlas Holdings. Ms. Mains has extensive experience building and leading global businesses across multiple industrial and services segments. She has expertise in strategy and portfolio development, financial management, acquisitions and integrations, digital transformation, global expansion, manufacturing and service capability development, customer engagement models, organization talent development, and global cultural evolution.
	Committees:	Audit; Compensation and Human Capital; Strategy, Acquisition, and Capital Deployment
	Linda K. Myers Ms. Myers, 61, has been a member of our Board of Directors since November 2022. Most recently, Ms. Myers served as a partner and seasoned member of the senior leadership team at Kirkland & Ellis LLP (“Kirkland”), a large multi-national law firm, from 1996 through February 2022. During her time at Kirkland, Ms. Myers served on the Global Management Executive Committee and established Kirkland’s Diversity Integration Task Force, which determines policy and structural enhancements to execute the firm’s commitment to diversity at all levels. Ms. Myers is also a founding member of Kirkland’s Women’s Leadership Initiative. Ms. Myers currently serves on the board of directors of Gibraltar Industries, a leading manufacturer and provider of products and services for the renewable energy, residential, agtech, and infrastructure markets. At Gibraltar, she serves as Chair of the Gibraltar Nominating, Governance & Corporate Social Responsibility Committee and a member of its Capital Structure & Asset Management Committee, and Compensation & Human Capital Committee. In January of 2024, Ms. Myers joined the board of Marex Group plc, a UK based financial services company. She serves as Chair of its Renumeration Committee. Ms. Myers also serves as a Director of Chelsea Lighting, a nationwide leader of lighting and control technologies distribution. Ms Myers also holds board leadership roles at Kinzie Capital Partners, National Philanthropic Trust, Chicago Shakespeare Theater, and Lyric Opera of Chicago. Ms. Myers has extensive financial and legal acumen, as well as leadership abilities which are of significant value to LCI Industries, our Board of Directors, and our stockholders.
	Committees:	Corporate Governance, Nominating, and Sustainability (chair); Risk; Strategy, Acquisition, and Capital Deployment
	Kieran M. O’Sullivan Mr. O’Sullivan, 63, has been a member of our Board of Directors since 2015. Mr. O’Sullivan is President, Chief Executive Officer, and Chairman of the Board of CTS Corporation, a publicly owned designer and manufacturer of electronic components and sensors to original equipment manufacturers in the automotive, communications, medical, defense and aerospace, industrial, and computer markets. Prior to joining CTS in 2013, he served as Executive Vice President of Continental AG’s Global Infotainment and Connectivity Business and led the NAFTA Interior Division, having joined Continental AG, a global automotive supplier, in 2006. Mr. O’Sullivan has over 28 years of leadership experience in operations, strategy, mergers and acquisitions, and finance roles in the manufacturing services, electronics, and automotive business segments, experience in global markets, as well as experience as a sitting President and Chief Executive Officer of a publicly owned corporation.
	Committees:	Audit; Corporate Governance, Nominating, and Sustainability; Risk (chair)

Name	Audit Committee	Compensation and Human Capital Committee	Corporate Governance, Nominating, and Sustainability Committee	Risk Committee	Strategy, Acquisition, and Capital Deployment Committee
Tracy D. Graham	●		●
Brendan J. Deely			●	●	Chair
James F. Gero		●	●
Virginia L. Henkels	Chair	●		●
Stephanie K. Mains	●	●			●
Linda K. Myers			Chair	●	●
Kieran M. O’Sullivan	●		●	Chair
David A. Reed	●			●	●
John A. Sirpilla		Chair		●	●

	Sincerely,

	TRACY D. GRAHAM
	Chairman of the Board

Name	Fees Earned or Paid in Cash⁽¹⁾		Stock Awards⁽²⁾		All Other Compensation⁽³⁾		Total
Tracy D. Graham	$	250,000	$	150,064	$	5,857	$	405,921
Brendan J. Deely	$	120,000	$	150,064	$	5,857	$	275,921
James F. Gero	$	115,000	$	150,064	$	44,472	$	309,536
Virginia L. Henkels	$	128,000	$	150,064	$	43,582	$	321,646
Stephanie K. Mains	$	115,000	$	150,064	$	11,789	$	276,853
Linda K. Myers	$	115,000	$	150,064	$	10,505	$	275,569
Kieran M. O’Sullivan	$	115,000	$	150,064	$	5,857	$	270,921
David A. Reed	$	103,750	$	150,064	$	7,434	$	261,248
John A. Sirpilla	$	121,500	$	150,064	$	5,857	$	277,421
Total	$	1,183,250	$	1,350,576	$	141,210	$	2,675,036

Name	RSUs Held at December 31, 2024

Tracy D. Graham	1,394

Brendan J. Deely	1,394

James F. Gero	1,394

Virginia L. Henkels	1,394

Stephanie K. Mains	1,394

Linda K. Myers	1,394

Kieran M. O’Sullivan	1,394

David A. Reed	1,394

John A. Sirpilla	1,394

Annual Fee for Board or Committee Chair	Amount
Board of Directors	$	150,000
Audit Committee	$	25,000
Compensation and Human Capital Committee	$	20,000
Corporate Governance, Nominating, and Sustainability Committee	$	15,000
Risk Committee	$	15,000
Strategy, Acquisition, and Capital Deployment Committee	$	20,000

Named Executive Officer	Role

Mr. Jason D. Lippert	President and Chief Executive Officer (CEO)

Ms. Lillian D. Etzkorn	Executive Vice President and Chief Financial Officer

Mr. Ryan R. Smith	Group President – North America

Mr. Jamie M. Schnur	Group President – Aftermarket

Mr. Andrew J. Namenye	Executive Vice President, Chief Legal Officer, and Corporate Secretary

Factors That Guide Total Compensation Decisions	● Our executive compensation philosophy ● Degree of achievement of key strategic financial and operational goals ● Recommendations of our President and CEO ● Advice of an independent compensation consultant ● Stockholder input ● Market pay practices, including those specific to the RV industry in Elkhart County, Indiana ● Current and historical executive compensation ● Executive compensation peer group comparison
	BASE SALARY Effective January 1, 2024, the named executive officers received base salary increases ranging from 3.4% to 9.5% to more closely align their base salaries with the competitive market practice for their respective roles.
	ANNUAL CASH INCENTIVE The 2024 target cash incentive amount (“Target Incentive”) for all named executive officers was increased from the prior year to more closely align with the competitive market practice for their respective roles.
2024 Compensation Changes and Key Decisions *See pages 40*	In February 2024, the Compensation and Human Capital Committee approved the 2024 Annual Incentive Plan (the “AIP”), maintaining Adjusted EBIT as a primary metric as in prior years and adding a cash flow metric to align with Company goals. Under the 2024 AIP, named executive officers share in the Company’s achieved Adjusted EBIT, with an opportunity for an additional cash payout if the Company achieves at least 90% of the Adjusted EBIT target and also exceeds a cash flow from operations (“CFO”) target. In February 2025, the Committee met and determined the degree to which the Adjusted EBIT and CFO goals under the 2024 AIP were achieved. Adjusted EBIT in 2024 was $218 million, resulting in an 89.56% of target payout multiple for all of the named executive officers. Because this result was below 90% of the target required in order for there to be an additonal payout under the CFO component, it resulted in a $0 payment under the CFO target. Adjusted EBIT is a non-GAAP financial measure. Refer to Appendix A to this Proxy Statement for a reconciliation of this non-GAAP financial measure to the corresponding GAAP measure.
*– 66 for more information*	EQUITY GRANT DECISIONS On March 1, 2024, Mr. Lippert received an annual equity grant with a target value of $6,374,875. The other named executive officers received annual equity grants with a target value ranging from $1,125,000 to $3,098,750. The value of the equity award granted to each NEO was based on his or her performance over the long term and during the prior year, his or her long-term potential and retention considerations, and market practices for comparable positions.
	This annual equity grant consisted of a mix of 60% performance stock units (“PSUs”) and 40% restricted stock units (“RSUs”) for all named executive officers. The PSUs awarded to the named executive officers in 2024 provide that the number of units that can be earned is based on whether and to what extent ROIC and free cash flow performance goals for a three-year period from January 1, 2024, through December 31, 2026, are satisfied.
	RSUs for all of the named executive officers vest over a three-year period, with one-third vesting each year on the anniversary of the grant date.
2025 Compensation Program	In February 2025, the Compensation and Human Capital Committee discussed, reviewed, and approved executive compensation matters for 2025. BASE SALARY Effective January 1, 2024, Ms. Etzkorn recieved a base salary increase of 9.6%. This increase more closely aligns her base salary with the competitive market practice for her role. INCENTIVE PLANS The 2025 cash and equity plans are consistent with the 2024 approach. Adjusted EBIT remains the primary metric for the annual cash incentive plan, with opportunity for an additional cash payout if the Company achieves at least 90% of its Adjusted EBIT target and also exceeds a CFO target. The PSUs awarded to NEOs in March 2025 provide that the number of units that can be earned is based on whether and to what extent ROIC and free cash flow performance goals for a three-year period from January 1, 2025, through December 31, 2027, are satisfied.

	Short-Term Incentive	Long-Term Incentive
	Annual Cash Incentive	Performance-Based Equity	Time-Based Equity
Objective	Reward achievement of short-term (annual) Company financial performance goals	Reward long-term financial results and drive stockholder value creation	Reinforce ownership in the Company Provide direct alignment with stockholders
Form	Cash	Performance Stock Units (PSUs)	Restricted Stock Units (RSUs)
Time Horizon	1 year	3 years	3 years
Metrics	Adjusted EBIT and CFO	ROIC and free cash flow as a % of operating profit	Stock price appreciation Continued employment

	Objective	Type of Compensation	Key Features
Base Salary	Provide competitive fixed pay that is tied to the market and allows us to attract, retain, and motivate executives within the auto parts and equipment industry and broader market	Cash	● Reflects individual skills, experience, responsibilities, and performance over time ● Influences annual cash and long-term incentive opportunities
Short-Term Incentive — Annual Cash Incentive	Encourage focus on short-term business performance	Cash	● Performance-based reward tied to achievement of short-term (annual) financial performance goals ● Pays only if threshold performance levels are met or exceeded
Long-Term Incentive — Performance Stock Units (PSUs)	Increase multi-year profitability, returns on invested capital, free cash flow as a % of operating profit, and stock price	Equity	● Performance-based rewards tied to achievement of long-term performance goals ● Vests only if threshold performance levels are met or exceeded ● Links value to stock price
Long-Term Incentive — Restricted Stock Units (RSUs)	Closely align executive and stockholder interests and aid in retention	Equity	● Promotes retention and enhances executive stock ownership ● Links value to stock price
Other Benefits	Aid in attracting and retaining executive talent	Benefit	● Severance provisions to protect Company and NEOs from certain termination events ● Broad-based benefits available to all team members ● A Deferred Compensation Program

Name	2023 Approved Salary		2024 Approved Salary		Percent Change
Mr. Jason D. Lippert	$	1,155,000	$	1,195,000	3.5%
Ms. Lillian D. Etzkorn	$	525,000	$	575,000	9.5%
Mr. Ryan R. Smith	$	925,000	$	957,000	3.5%
Mr. Jamie M. Schnur	$	730,000	$	755,000	3.4%
Mr. Andrew J. Namenye	$	500,000	$	525,000	5.0%

Name	2024 Approved Salary		2025 Approved Salary		Percent Change
Mr. Jason D. Lippert	$	1,195,000	$	1,195,000		–	%
Ms. Lillian D. Etzkorn	$	575,000	$	630,000		9.6	%
Mr. Ryan R. Smith	$	957,000	$	957,000		–	%
Mr. Jamie M. Schnur	$	755,000	$	755,000		–	%
Mr. Andrew J. Namenye	$	525,000	$	525,000		–	%

Name	Total Percentage			Minimum Incentive		Target Incentive		Maximum Incentive⁽¹⁾
Mr. Jason D. Lippert		0.92	%	$	—	$	2,237,625	$	9,000,000
Ms. Lillian D. Etzkorn		0.23	%	$	—	$	550,000	$	9,000,000
Mr. Ryan R. Smith		0.88	%	$	—	$	2,141,750	$	9,000,000
Mr. Jamie M. Schnur		0.56	%	$	—	$	1,362,000	$	9,000,000
Mr. Andrew J. Namenye		0.25	%	$	—	$	600,000	$	9,000,000

Name	Percentage of Excess CFO
Mr. Jason D. Lippert	40%
Ms. Lillian D. Etzkorn	9%
Mr. Ryan R. Smith	25%
Mr. Jamie M. Schnur	17%
Mr. Andrew J. Namenye	9%

Name	2024 Target Incentive		Cash Payout Under EBIT Share		Cash Payout Under CFO Share		Total 2024 AIP Payout		Actual as a % of Target
Mr. Jason D. Lippert	$	2,237,625	$	2,004,074	$	—	$	2,004,079		89.56	%
Ms. Lillian D. Etzkorn	$	550,000	$	492,594	$	—	$	492,595		89.56	%
Mr. Ryan R. Smith	$	2,141,750	$	1,918,206	$	—	$	1,918,210		89.56	%
Mr. Jamie M. Schnur	$	1,362,000	$	1,219,842	$	—	$	1,218,845		89.56	%
Mr. Andrew J. Namenye	$	600,000	$	537,375	$	—	$	537,377		89.56	%

	2024 Annual Performance Stock Units (PSUs)	2024 Annual Restricted Stock Units (RSUs)
Definition	Notional units that will be settled in shares of LCII common stock on a one-for-one basis, if and to the extent certain performance metrics are achieved and subject to any additional vesting period	Notional units that will be settled in shares of LCII common stock following the applicable vesting dates
Performance Metric	ROIC and average Free Cash Flow as a percentage of Operating Profit	Time/Service
Vesting	Three-year measurement period (2024-2026) with number of PSUs earned based on achievement of performance goals; any earned PSUs will vest on March 1, 2027	Annually over three years

ROIC Performance	Multiple of Target PSUs under ROIC Metric
12.4% (Threshold)	0.00x
14.5%	0.40x
18.5% (Target)	1.00x
22.5% (Maximum)	2.00x

FCF Performance	Multiple of Target PSUs under FCF Metric
<45%	0.00x
45% (Threshold)	0.40x
70% (Target)	1.00x
95% (Maximum)	2.00x

Name	PSUs Target Number		PSUs Target Value		RSUs Number		RSUs Value		Target Value of Equity Grants
Mr. Jason D. Lippert		31,664	$	3,824,925		21,109	$	2,549,950	$	6,374,875
Ms. Lillian D. Etzkorn		5,588	$	675,000		3,726	$	450,000	$	1,125,000
Mr. Ryan R. Smith		15,392	$	1,859,250		10,261	$	1,239,500	$	3,098,750
Mr. Jamie M. Schnur		10,515	$	1,270,200		7,010	$	846,800	$	2,117,000
Mr. Andrew J. Namenye		5,588	$	675,000		3,726	$	450,000	$	1,125,000

Position	Stock Ownership Guideline
CEO	5 times base salary
All Other NEOs	4 times base salary

Name and Principal Position	Year		Salary		Stock Awards⁽¹⁾		Non-Equity Incentive Plan Compensation⁽²⁾		All Other Compensation⁽³⁾		Total

Jason D. Lippert		2024	$	1,195,000	$	6,681,590	$	2,004,074	$	278,434	$	10,159,098
President and Chief Executive		2023	$	1,155,000	$	7,169,980	$	—	$	317,863	$	8,642,843
Officer		2022	$	1,100,000	$	6,522,567	$	2,640,000	$	271,108	$	10,533,675


Lillian D. Etzkorn⁽⁴⁾ Executive Vice President and		2024	$	575,000	$	1,179,245	$	492,594	$	76,611	$	2,323,450
Chief Financial Officer		2023	$	364,580	$	761,149	$	—	$	259,261	$	1,384,990


Ryan R. Smith		2024	$	957,000	$	3,247,927	$	1,918,206	$	165,557	$	6,288,690
Group President - North America		2023	$	925,000	$	3,583,161	$	—	$	163,884	$	4,672,045
		2022	$	800,000	$	2,451,043	$	2,800,000	$	125,288	$	6,176,331


Jamie M. Schnur		2024	$	755,000	$	2,218,840	$	1,219,842	$	120,267	$	4,313,949
Group Presiden - Aftermarket		2023	$	730,000	$	2,392,737	$	—	$	123,448	$	3,246,185
		2022	$	620,000	$	1,838,252	$	1,193,500	$	105,074	$	3,756,826


Andrew J. Namenye		2024	$	525,000	$	1,179,245	$	537,375	$	80,753	$	2,322,373
Executive Vice President, Chief Legal		2023	$	500,000	$	1,191,910	$	—	$	82,165	$	1,774,075
Officer, and Corporate Secretary		2022	$	500,000	$	1,186,032	$	708,750	$	81,027	$	2,475,809

	2024 PSUs				2023 ROIC PSUs				2022 ROIC PSUs
Name	Grant Date Fair Value (Based on Probable Outcome)		Grant Date Fair Value (Based on Maximum Performance)		Grant Date Fair Value (Based on Probable Outcome)		Grant Date Fair Value (Based on Maximum Performance)		Grant Date Fair Value (Based on Probable Outcome)		Grant Date Fair Value (Based on Maximum Performance)

Jason D. Lippert	$	4,008,979	$	8,017,958	$	4,875,550	$	9,751,100	$	4,348,378	$	8,696,756


Lillian D. Etzkorn	$	707,496	$	1,414,992	$	425,860	$	851,720		N/A		N/A


Ryan R. Smith	$	1,948,782	$	3,897,564	$	2,388,736	$	4,777,472	$	1,265,011	$	2,530,022


Jamie M. Schnur	$	1,331,304	$	2,662,608	$	1,667,669	$	3,335,338	$	1,225,461	$	2,450,922


Andrew J. Namenye	$	707,496	$	1,414,992	$	744,958	$	1,489,916	$	741,209	$	1,482,418

Name	2024 Annual RSUs		2023 Annual RSUs		2022 Annual RSUs

Jason D. Lippert	$	2,672,610	$	2,294,430	$	2,174,189


Lillian D. Etzkorn	$	471,749	$	335,289		N/A


Ryan R. Smith	$	1,299,145	$	1,194,425	$	1,186,032


Jamie M. Schnur	$	887,536	$	725,068	$	612,791


Andrew J. Namenye	$	471,749	$	446,952	$	444,823

Name	Year		Dividend Equivalent Unit Value^(A)		401(k) Matching Contribution		Health Insurance		Other Perquisites^(B)		Total All Other Compensation

		2024	$	230,245	$	13,800	$	11,636	$	22,753	$	278,434
Jason D. Lippert		2023	$	267,169	$	13,200	$	11,636	$	25,858	$	317,863
		2022	$	219,517	$	12,200	$	9,507	$	29,884	$	271,108


Lillian D. Etzkorn		2024	$	40,636	$	13,800	$	11,636	$	10,539	$	76,611
Lillian D. Etzkorn		2023	$	29,066	$	9,162	$	5,818	$	215,215	$	259,261


		2024	$	111,922	$	13,800	$	11,636	$	28,199	$	165,557
Ryan R. Smith		2023	$	133,516	$	3,464	$	11,636	$	15,268	$	163,884
		2022	$	82,490	$	12,200	$	9,507	$	21,091	$	125,288


		2024	$	76,460	$	13,800	$	11,636	$	18,371	$	120,267
Jamie M. Schnur		2023	$	89,159	$	6,398	$	11,636	$	16,255	$	123,448
		2022	$	61,866	$	12,200	$	11,629	$	19,379	$	105,074


		2024	$	40,636	$	13,800	$	6,878	$	19,439	$	80,753
Andrew J. Namenye		2023	$	44,413	$	13,200	$	6,878	$	17,674	$	82,165
		2022	$	39,916	$	12,200	$	6,874	$	22,037	$	81,027