DEF 14A of Lci Industries, Apr 4, 2024

DEF 14A of Lci Industries

Filed Apr 4, 2024 · FY20230001140361-24-017967

Open on EDGAR

  1. TABLE OF CONTENTS

    | 30 | DIRECTOR COMPENSATION |

  2. TABLE OF CONTENTS

    | 31 | Discussion of Director Compensation |

  3. TABLE OF CONTENTS

    | 52 | Grants of Plan-Based Awards Table |

  4. TABLE OF CONTENTS

    | 54 | Outstanding Equity Awards at Fiscal Year-End |

  5. TABLE OF CONTENTS

    | 55 | Option Exercises and Stock Vested |

  6. TABLE OF CONTENTS

    | 55 | Non-Qualified Deferred Compensation |

  7. TABLE OF CONTENTS

    | 56 | Potential Payments on Termination or Change-In-Control |

  8. TABLE OF CONTENTS

    | 61 | CEO PAY RATIO |

  9. TABLE OF CONTENTS

    | 62 | PAY VERSUS PERFORMANCE |

  10. DIRECTOR NOMINEES

    DIRECTOR NOMINEES For more information, visit page 20

  11. DIRECTOR NOMINEES

    | 6 | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES |

  12. DIRECTOR NOMINEES

    BUSINESS OVERVIEW MARKETS SERVED

  13. DIRECTOR NOMINEES

    | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES | 7 |

  14. 2023 COMPENSATION

    | Name Principal Position | Year | Salary | | Stock Awards | | Non-Equity Incentive Plan Compensation | | All Other Compensation | | Total | | | Jason D. Lippert President and Chief Executive Officer | 2023 2022 2021 | $ $ $ | 1,155,000 1,100,000 1,085,620 | $ $ $ | 7,169,980 6,522,567 5,245,239 | $ $ $ | – 2,640,000 4,500,000 | $ $ $ | 317,863 271,108 162,891 | $ $ $ | 8,642,843 10,533,675 10,993,750 | | Lillian D. Etzkorn Executive Vice President and Chief Financial Officer | 2023 | | 364,580 | | 771,725 | | – | | 259,261 | | 1,395,566 | | Ryan R. Smith Group President - North America | 2023 2022 2021 | $ $ $ | 925,000 800,000 750,000 | $ $ $ | 3,583,161 2,451,043 1,225,688 | $ $ $ | – 2,800,000 4,375,000 | $ $ $ | 163,884 125,288 78,504 | $ $ $ | 4,672,045 6,176,331 6,429,192 | | Jamie M. Schnur Group President - Aftermarket | 2023 2022 2021 | $ $ $ | 730,000 620,000 600,000 | $ $ $ | 2,392,737 1,838,252 1,333,487 | $ $ $ | – 1,193,500 2,100,000 | $ $ $ | 123,448 105,074 67,737 | $ $ $ | 3,246,185 3,756,826 4,101,224 | | Andrew J. Namenye Executive Vice President, Chief Legal Officer, and Corporate Secretary | 2023 2022 2021 | $ $ $ | 500,000 500,000 445,578 | $ $ $ | 1,191,910 1,186,032 710,954 | $ $ $ | – 708,750 743,750 | $ $ $ | 82,165 81,027 51,525 | $ $ $ | 1,774,075 2,475,809 1,951,807 | | Brian M. Hall Former Executive Vice President and Chief Financial Officer | 2023 2022 2021 | $ $ $ | 303,883 525,000 500,000 | $ $ $ | – 1,245,358 1,078,559 | $ $ $ | – 826,875 1,050,000 | $ $ $ | 26,210 76,302 60,588 | $ $ $ | 330,093 2,673,535 2,689,147 |

  15. OUR DIRECTOR NOMINEES

    OUR DIRECTOR NOMINEES Following the recommendation of the Corporate Governance, Nominating, and Sustainability Committee, the Board of Directors has nominated the ten persons named below for election to the Board of Directors at the Annual Meeting. Each of the nominees was elected to his or her present term of office at the Annual Meeting of Stockholders held on May 18, 2023.

  16. OUR DIRECTOR NOMINEES

    | | Tracy D. Graham Mr. Graham, 50, 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 also serves on the board of directors of The Horton Group, a national insurance, employee benefits, and risk advisory firm. He is also a member of the Board of Trustees at the University of Notre Dame, his alma mater. Mr. Graham has over 26 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, 58, 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) |

  17. OUR DIRECTOR NOMINEES

    | 20 | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES |

  18. OUR DIRECTOR NOMINEES

    | | James F. Gero Mr. Gero, 79, 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 also serves as a director of Intrusion, Inc., a publicly owned supplier of security software. 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, 55, has been a member of our Board of Directors since 2017. 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. 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 is currently a member of the National Association of Corporate Directors and the Women’s Corporate Director organizations. Ms. Henkels also serves on the board of directors of Viad Corp., a publicly traded full-service live events and travel experience company, and Isaac Instruments, a privately-held solutions provider of transportation technology to simplify trucking. 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. 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, 51, 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 29 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. |

  19. OUR DIRECTOR NOMINEES

    | | Stephanie K. Mains Ms. Mains, 56, 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 | | | Linda K. Myers Ms. Myers, 60, 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 Audit & Risk Committee, 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 is a member of its Renumeration Committee and Audit & Compliance Committee. 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, 62, 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 27 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) |

  20. OUR DIRECTOR NOMINEES

    | 22 | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES |

  21. OUR DIRECTOR NOMINEES

    | | David A. Reed Mr. Reed, 76, has been a member of our Board of Directors since 2003. Mr. Reed is President of a privately held family investment management company. Mr. Reed retired as Senior Vice Chair for Ernst & Young LLP in 2000 where he held several senior U.S. and global operating, administrative, and marketing roles in his 26-year tenure with the firm. He served on Ernst & Young LLP’s Management Committee and Global Executive Council from 1991 to 2000. His experience includes service as a director for several publicly owned, venture capital, and private equity-based companies since 2000. Mr. Reed has accounting and financial acumen, with particular knowledge of financial reporting and taxation, and has public company board experience. | | | Committees: Risk; Strategy, Acquisition, and Capital Deployment | | | John A. Sirpilla Mr. Sirpilla, 57, has been a member of our Board of Directors since 2019. Mr. Sirpilla is Chief Executive Officer and the founder of Encourage LLC, a small family office focused on investing in retail, medical development, and health management. From 2003 to 2012, Mr. Sirpilla served as President of Camping World Accessory Stores, a 140-store nationwide retail chain serving the RV industry. In 2012, Mr. Sirpilla was promoted to Chief Business Development Officer for the parent company of Camping World and Good Sam, where he led store operations, logistics, and new business development until his retirement in 2017. Mr. Sirpilla formerly served as Chairman of the Board for the Stark County Catholic Schools and the United Way of Greater Stark County. Mr. Sirpilla is a current Board member of the Pro Football Hall of Fame, Aultman Health Foundation, TecTraum Inc., Wellspring Financial Services, and Society Brands. Mr. Sirpilla has over 30 years of executive and leadership experience in the RV industry, as well as extensive knowledge and expertise in investments and strategic planning. | | | Committees: Compensation and Human Capital (chair); Risk; Strategy, Acquisition, and Capital Deployment |

  22. OUR DIRECTOR NOMINEES

    Unless contrary instructions are indicated, the persons named as proxies in the form of proxy solicited from holders of our Common Stock will vote for the election of the nominees indicated above. If any such nominees should be unable or unwilling to serve, the persons named as proxies will vote for such other person or persons as may be proposed by the Board of Directors. The Board of Directors has no reason to believe that any of the named nominees will be unable or unwilling to serve.

  23. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table summarizes compensation paid to non-employee Directors during fiscal 2023:

  24. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation(3) | Total | | Tracy D. Graham | $250,000 | $150,034 | $5,700 | $405,734 | | Frank J. Crespo(4) | $45,824 | $0 | $6,741 | $52,565 | | Brendan J. Deely | $118,091 | $150,034 | $5,700 | $273,825 | | James F. Gero | $115,000 | $150,034 | $38,066 | $303,100 | | Virginia L. Henkels | $125,000 | $150,034 | $27,931 | $302,965 | | Stephanie K. Mains | $115,000 | $150,034 | $7,293 | $272,327 | | Linda K. Myers | $125,663 | $150,034 | $8,083 | $283,780 | | Kieran M. O’Sullivan | $115,000 | $150,034 | $5,700 | $270,734 | | David A. Reed | $111,674 | $150,034 | $12,016 | $273,724 | | John A. Sirpilla | $112,363 | $150,034 | $5,700 | $268,097 | | Total | $1,233,615 | $1,350,306 | $122,930 | $2,706,851 |

  25. DIRECTOR COMPENSATION

    | (1) Represents the Directors’ annual cash retainer amount and the additional annual cash fee paid to the Chairman of the Board and the Committee Chairs, as applicable, for the period of time they served in the respective positions in 2023, except for Messrs. Gero and Reed, and Mses. Mains and Myers, who elected to receive DSUs in lieu of their cash compensation for 2023. For those Directors, the amount shown represents the value, as of the date credited, of DSUs issued in lieu of cash compensation in payment of Directors’ fees. To encourage our Directors’ long-term ownership of the Common Stock of the Company, non-employee Directors may elect to accept DSUs in lieu of cash compensation in payment of Directors’ fees. An initial election to defer compensation for a calendar year must be made prior to December 31st of the preceding calendar year. The number of DSUs, credited at the fair market value of the stock on the date credited, is equivalent to 115 percent of the deferred fee. The DSUs are distributed in the form of shares of Common Stock of the Company at the end of the initial restriction or deferral period selected by the Director, subject to earlier distribution upon death, disability, or certain changes-in-control of the Company and are intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Until shares representing the DSUs are distributed, the Director does not have any rights of a stockholder of the Company with respect to such shares, other than to receive dividend equivalents in DSUs with the same deferral period as the underlying units, if dividends are issued to stockholders. |

  26. DIRECTOR COMPENSATION

    | (2) In May 2023, each non-employee Director who was elected at the 2023 Annual Meeting was granted 1,310 RSUs, having a value of approximately $150,000, as the annual equity grant component of Director compensation. The grant date fair value of the RSUs granted to Directors in May 2023 was $114.53 per share, the closing price on the grant date. These RSUs vest in full on the earlier of the first anniversary of the grant date and the date of the annual meeting of stockholders in the following year. Directors do not have any rights of a stockholder of the Company with respect to RSUs, other than to receive dividend equivalents in RSUs with the same vesting period, if dividends are issued to stockholders. Non-employee Directors can also receive non-qualified stock options or other stock-based awards under the 2018 Plan. No stock options or other stock-based awards were granted in fiscal 2023 to our non-employee Directors. As of December 31, 2023, the non-employee Directors held the following number of RSUs: |

  27. DIRECTOR COMPENSATION

    | Name | RSUs Held at December 31, 2023 | | Tracy D. Graham | 1,344 | | Brendan J. Deely | 1,344 | | James F. Gero | 1,344 | | Virginia L. Henkels | 1,344 | | Stephanie K. Mains | 1,344 | | Linda K. Myers | 1,344 | | Kieran M. O’Sullivan | 1,344 | | David A. Reed | 1,344 | | John A. Sirpilla | 1,344 |

  28. DIRECTOR COMPENSATION

    | (3) Represents the dollar value of dividend equivalents credited on stock awards in the applicable year when those amounts were not factored into the grant date fair value of the award. |

  29. DIRECTOR COMPENSATION

    | (4) Mr. Crespo’s service on the Board ended on May 18, 2023. |

  30. DIRECTOR COMPENSATION

    | 30 | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES |

  31. DISCUSSION OF DIRECTOR COMPENSATION

    DISCUSSION OF DIRECTOR COMPENSATION The Corporate Governance, Nominating, and Sustainability Committee has responsibility for recommending to the Board compensation and benefits for non-employee Directors. In discharging this duty, the Committee is guided by three goals: (1) compensation should fairly pay Directors for the time and service they provide; (2) compensation should align the interests of Directors with the long-term interests of stockholders; and (3) the structure of the compensation should be simple, transparent, and easy for stockholders to understand. The Corporate Governance, Nominating, and Sustainability Committee believes these goals are served by providing non-employee Directors with an annual retainer fee, fees for each meeting attended, or any combination thereof, and an annual stock-based award. Prior to determining compensation for non-employee Directors for fiscal 2023, the Corporate Governance, Nominating, and Sustainability Committee also consulted with Willis Towers Watson, the Committee’s independent compensation consultant, regarding Director compensation mix and total compensation for Board and Committee service. For fiscal 2023, non-employee Directors received a combination of an annual cash retainer of $100,000, which covers a Director’s attendance at up to 20 Board and Committee meetings, and an annual grant of RSUs valued at approximately $150,000 on the date of grant, which occurs on the date of the Annual Meeting following their election to the Board for a one-year term. Attendance at any meetings in excess of the 20 earns additional compensation of $1,500 per meeting. The Chairman of the Board and the Chair of each of the Audit Committee, the Compensation and Human Capital Committee, the Corporate Governance, Nominating, and Sustainability Committee, the Risk Committee, and the Strategy, Acquisition, and Capital Deployment Committee received an additional annual fee for the additional responsibilities related to their respective positions. The following table sets forth the additional annual fees for the Board and Committee Chairs that were in effect during 2023:

  32. DISCUSSION OF DIRECTOR COMPENSATION

    | 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 |

  33. DISCUSSION OF DIRECTOR COMPENSATION

    Annual retainer fees, meeting attendance fees, and chair fees are paid on a quarterly basis. Non-employee Directors who join the Board of Directors other than on the date of an Annual Meeting receive pro-rated retainer amounts and equity awards. As described in more detail in footnote (1) to the table above, to encourage our Directors’ long-term ownership of the Common Stock of the Company, non-employee Directors may elect to accept DSUs in lieu of cash compensation in payment of Directors’ fees. Directors who are team members of the Company do not receive additional fees or other compensation for serving as Directors.

  34. DISCUSSION OF DIRECTOR COMPENSATION

    | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES | 31 |

  35. OUR EXECUTIVE COMPENSATION PHILOSOPHY

    | ● | Link a substantial portion of executives’ total potential compensation to the Company’s performance on both a long-term and short-term basis; and |

  36. OUR EXECUTIVE COMPENSATION PHILOSOPHY

    Under the terms of Mr. Hall’s Executive Employment Agreement, his termination of employment by mutual agreement resulted in no severance benefits being payable to him. However, certain equity awards held by Mr. Hall vested, and he retained certain equity awards, as further described below under “—Equity Awards – Mr. Hall’s RSUs and PSUs.” In addition, due to the timing of Mr. Hall’s termination, he did not receive any salary adjustments or equity awards in 2023, and he did not participate in the 2023 annual cash incentive program. As a result, this section generally does not include Mr. Hall when discussing 2023 compensation determinations and actions.

  37. SUMMARY OF OUR 2023 DECISIONS

    | 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 | | 2023 Compensation Changes and Key Decisions See pages 40 – 66 for more information | BASE SALARY | | | Effective January 1, 2023, the named executive officers received base salary increases ranging from 0% to 17.7% to more closely align their base salaries with the competitive market practice for their respective roles. | | | ANNUAL CASH INCENTIVE | | | The 2023 target cash incentive amount (“Target Incentive”) for Messrs. Lippert, Smith, and Schnur was increased from the prior year to more closely align with the competitive market practice for their respective roles. Ms. Etzkorn’s Target Incentive amount was set in connection with her appointment as CFO. In February 2023, the Compensation and Human Capital Committee approved the annual Adjusted EBIT goal for the 2023 Annual Incentive Plan (the “AIP”). In February 2024, the Committee met and determined the degree to which the Adjusted EBIT goal under the 2023 AIP was achieved. Adjusted EBIT in 2023 was $123 million, resulting in a 0% of target payout multiple for all of the named executive officers. 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. | | | EQUITY GRANT DECISIONS | | | On March 1, 2023, Mr. Lippert received an annual equity grant with a target value of $7,218,750. Messrs. Namenye, Schnur, and Smith received annual equity grants with a target value ranging from $1,200,000 to $3,607,500. 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. On April 17, 2023, Ms. Etzkorn received an annual equity grant with a target value of $1,072,500, which was prorated to $761,149 based upon the number of months of her employment during 2023, in connection with her appointment as CFO. | | | For Mr. Lippert, this annual equity grant consisted of a mix of 68% performance stock units (“PSUs”) and 32% restricted stock units (“RSUs”). For all of the other active named executive officers as of the end of 2023, these annual equity grants consisted of an average of 64% PSUs and 36% RSUs. The PSUs awarded to the named executive officers in 2023 provide that the number of units that can be earned is based on whether and to what extent ROIC performance goals for a three-year period from January 1, 2023, through December 31, 2025, 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. | | | In February 2024, the Compensation and Human Capital Committee discussed, reviewed, and approved executive compensation matters for 2024. | | | BASE SALARY | | 2024 Compensation Program | Effective January 1, 2024, the NEOs 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. INCENTIVE PLANS The 2024 cash and equity plans remain similar to the 2023 approach, but with the addition of metrics related to cash flow. Adjusted EBIT remains the primary metric for the annual cash incentive plan, and NEOs will have an opportunity for an additional cash payout if the Company achieves at least 90% of its Adjusted EBIT target and also exceeds a cash flow from operations target. The PSUs awarded to NEOs in March 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. |

  38. SUMMARY OF OUR 2023 DECISIONS

    | | 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 | ROIC | Stock price appreciation Continued employment |

  39. SUMMARY OF OUR 2023 DECISIONS

    | STEP 1: Input on Compensation | STEP 2: Compensation and Human Capital Committee Decisions | STEP 3: Performance Goals | | At the beginning of each year, Management, including the President and CEO, provides recommendations to the Compensation and Human Capital Committee on the compensation of the other named executive officers. These recommendations take into consideration the competitive market pay data provided by the Compensation and Human Capital Committee’s independent consultant and applicable to the RV industry in Elkhart County, Indiana, as well as an evaluation of the named executive officer’s role, contributions, and performance in achieving Company performance, and long-term potential. (See more below on the Compensation and Human Capital Committee’s independent compensation consultant.) | The Compensation and Human Capital Committee considers these recommendations together with the input of its independent compensation consultant, and subsequently, the Compensation and Human Capital Committee determines the named executive officers’ compensation, ensuring that it is aligned with our compensation philosophy. All aspects of the CEO’s compensation are determined solely by the Compensation and Human Capital Committee, with input from its independent compensation consultant. For the coming year, the Compensation and Human Capital Committee reviews and approves each NEO’s: ● Base salary ● Variable pay target opportunities for annual cash incentive compensation and long-term equity incentives ● Performance metrics for the annual cash incentive and equity grants | The Compensation and Human Capital Committee ensures that performance metrics are consistent with the financial, operational, and strategic goals set by the Board, that the performance goals are sufficiently ambitious, and that amounts paid (when specified performance levels are achieved) are consistent with our executive compensation philosophy. |

  40. Role of the Executive Compensation Peer Group

    Role of the Executive Compensation Peer Group To help ensure we provide our named executive officers with fair and market-competitive compensation and to support retention of our key leaders, we annually review the compensation we offer our executives against executives within our peer group of companies. In 2023, this peer group consisted of companies determined to be:

  41. Role of the Executive Compensation Peer Group

    | ● | Similar in size (revenue and market capitalization), complexity, and global reach to LCI Industries; |

  42. Role of the Executive Compensation Peer Group

    | ● | In the auto parts and equipment industry or a similar industry; and |

  43. Role of the Executive Compensation Peer Group

    | ● | In competition with LCI Industries for executive talent. |

  44. Role of the Executive Compensation Peer Group

    | We design our total compensation packages to provide pay for performance, tracking when our results exceed or fall short of our financial and operational goals. |

  45. in the RV Industry

    in the RV Industry Defining our executive compensation peer group is a challenge given the complexity of our business as well as our concentrated geographic footprint. The Compensation and Human Capital Committee considers the unique situation in Elkhart County, Indiana, where our geographic proximity to so many other competitors and industry peers means competition for talent is high. Attracting talent to Elkhart County is an ever-present challenge as well. Thus, while many of our competitors are not publicly traded companies, and therefore, do not disclose their compensation practices for benchmarking, we must consider local pay practices as we make decisions about executive compensation. We look at market data alongside our decades of industry experience and knowledge of local RV industry pay practices and models to help ensure the Company can incentivize and engage our talented senior leadership team and broader workforce who are key to our continued business success. Our peer group is regularly reviewed by the Compensation and Human Capital Committee with consideration given to our strategy and the advice of its independent compensation consultant. The Compensation and Human Capital Committee used the peer group on the right in making 2023 executive compensation decisions.

  46. in the RV Industry

    | 2023 EXECUTIVE COMPENSATION PEER GROUP A. O. Smith American Axle & Manufacturing Brunswick Carlisle Companies Dana Donaldson Graco Hubbell, Inc. ITT, Inc. Lincoln Electric Holdings Modine Manufacturing Patrick Industries Terex Corp Thor Industries Visteon Watts Water Technologies Winnebago Industries |

  47. ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

    Annual Cash Incentive Under our 2023 AIP, we provide named executive officers with the opportunity to earn a cash incentive award when they deliver strong annual Company financial performance. Annual cash incentives are paid based on the Company’s achievement of annual performance goals determined by the Compensation and Human Capital Committee within the first 90 days of each year. Annual Incentive Plan In February 2023, the Compensation and Human Capital Committee approved the annual performance metrics, goals, and payout structure for the 2023 AIP. For 2023, the AIP again focused on one metric, Adjusted EBIT, as it is a key indicator of the strength of our business, it aligns with our local competitors and peer group, and the Compensation and Human Capital Committee believes that it drives long-term stockholder return. The 2023 Target Incentive for Messrs. Lippert, Smith, and Schnur was increased from the prior year to align with the competitive market practice for their respective roles. The 2023 Adjusted EBIT target goal was set at $303 million, a 31% decrease from the prior year. Anticipating softness in the market, the Compensation and Human Capital Committee lowered the 2023 Adjusted EBIT target relative to 2022 in order to more appropriately match our named executive officers’ goals with expected business performance. Each named executive officer has the opportunity to earn his or her Target Incentive if the Company achieves the Adjusted EBIT target goal for the year. The actual payout can range from 0% to 200% of the Target Incentive for the CEO and 0% to 175% of the Target Incentives for the other named executive officers, depending on the Company’s level of achievement of the Adjusted EBIT goal as shown in the table below:

  48. ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

    | | 2022 Adjusted EBIT Goal | Incentive Payout (CEO) | Incentive Payout (Other NEOs) | | Below Threshold | $— | 0% of Target Incentive | 0% of Target Incentive | | Threshold | $212,100,000 | 40% of Target Incentive | 30% of Target Incentive | | Target | $303,000,000(1) | 100% of Target Incentive | 100% of Target Incentive | | Maximum | $348,450,000 | 200% of Target Incentive | 175% of Target Incentive |

  49. ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

    | (1) For the 2023 AIP, the Compensation and Human Capital Committee determined that Adjusted EBIT results within 2% above or below the target goal would be paid at 100% of Target Incentive. As a result, adjusted EBIT between $296,940,000 to $309,060,000 would be paid at 100% of Target Incentive. |

  50. ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

    Under the 2023 AIP, to the extent the overall threshold for Adjusted EBIT of $303,000,000 is achieved or exceeded, the payment amount for each participant would be calculated by multiplying the participant’s Target Incentive amount by the applicable incentive payout percentage as set forth in the table above. When Adjusted EBIT performance is between inflection points set forth above, linear interpolation is used to determine the payout amount, other than results within 2% above or below the target level as noted above. For purposes of the 2023 AIP, Adjusted EBIT means the Company’s 2023 consolidated net income adjusted for interest and taxes, and as further adjusted by the Committee for events that are unusual in nature or infrequently occurring, including, without limitation, a change in control, acquisitions, divestitures, restructuring activities, or asset write-downs, or for changes in applicable tax laws or accounting principles. 2023 Annual Incentive Plan Determinations In February 2024, the Committee met and determined the degree to which the Adjusted EBIT goal under the 2023 AIP was achieved. Actual Adjusted EBIT results in 2023 were $123 million, resulting in a payout level of 0% of the Target Incentive amount for all of the named executive officers. 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. As a result of the Compensation and Human Capital Committee’s determinations as described above, the following table sets forth the cash incentive target and resulting payment amount to each named executive officer under the 2023 AIP:

  51. ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

    | Name | 2023 Target Incentive | Cash Payout Under 2023 AIP | Actual as a % of Target | | Mr. Jason D. Lippert | $1,443,750 | $— | —% | | Ms. Lillian D. Etzkorn | $472,500 | $— | —% | | Mr. Ryan R. Smith | $1,665,000 | $— | —% | | Mr. Jamie M. Schnur | $1,095,000 | $— | —% | | Mr. Andrew J. Namenye | $450,000 | $— | —% | | Mr. Brian M. Hall(1) | $540,000 | $— | —% |

  52. ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

    (1) Mr. Hall’s incentive payout would have been prorated based upon the number of days he was employed by the Company in 2023. Equity Grants Equity grants help to align executive interests with those of our stockholders. The Compensation and Human Capital Committee uses both PSUs and RSUs in our annual equity long-term incentive grants to retain and motivate our executives to achieve long-term performance. Annual Equity Long-Term Incentive Grants Annual equity grants are typically made in March of each year. The following criteria are evaluated for each of our named executive officers when determining the value of his or her annual equity award:

  53. ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

    | ● | Performance over the long term; |

  54. ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

    | ● | Long-term potential; |

  55. ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

    In February 2023, the Compensation and Human Capital Committee approved the amounts, terms, and conditions for the equity grants to be awarded in March 2023 of PSUs and RSUs for the Company’s senior officers, including the named executive officers, pursuant to the 2018 Plan. In April 2023, the Committee approved the 2023 equity grants awarded to Ms. Etzkorn in connection with her appointment as CFO. For each of the named executive officers, a total dollar value for the equity grant was established based on the criteria listed above (“Equity Value”). That Equity Value was converted to units based on the 15-day average trading price through the date of grant. For 2023, the Equity Value for Mr. Lippert was allocated based on a mix of approximately 68% PSUs and 32% RSUs. The mix for the other NEOs (other than Mr. Hall) was, on average, 64% PSUs and 36% RSUs. The PSUs awarded to the named executive officers in 2023 provide that the number of units that can be earned is based on whether and to what extent ROIC performance goals for a three-year period from January 1, 2023, through December 31, 2025, 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.

  56. ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

    | | 2023 Annual Performance Stock Units (PSUs) | 2023 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 | Time/Service | | Vesting | Three-year measurement period (2023- 2025) with number of PSUs earned based on achievement of performance goals; any earned PSUs will vest on March 1, 2026 | Annually over three years |

  57. ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

    Performance Stock Units: 2023 ROIC PSUs The PSUs awarded to the named executive officers in 2023 consisted of PSUs based on the Company’s ROIC (as hereinafter defined) for the three-year period of 2023-2025 (the “2023 ROIC PSUs”). The ROIC performance goal for the three-year period was set at 18.5% (“Target”). The 2023 ROIC PSUs provide that the number of PSUs that can be earned range from 0% to 200% of the Equity Value allocated and converted to PSUs at the ROIC Target (“ROIC PSUs Target Number”) based on whether and to what extent the ROIC performance goal is met as shown in the table below:

  58. ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

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

  59. ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

    If ROIC performance is between inflection points, linear interpolation will be used to determine the number of earned 2023 ROIC PSUs. The term “ROIC,” or “Return on Invested Capital,” means Operating Profit divided by Average Invested Capital, where: (i) “Operating Profit” is the Company’s fiscal year consolidated operating profit, as detailed in the Company’s financial statements filed with the SEC; and (ii) “Average Invested Capital” is the average of the prior year end and current year quarterly (Total Stockholders’ Equity + Indebtedness) – (Cash, Cash Equivalents, and Short-Term Investments). “Total Stockholders’ Equity” is the Company’s total stockholders’ equity as of the particular measurement date, as detailed in the Company’s financial statements filed with the SEC. “Indebtedness” is the Company’s indebtedness as of the particular measurement date, as detailed in the Company’s financial statements filed with the SEC. “Cash, Cash Equivalents, and Short-Term Investments” is the sum of the cash, cash equivalents, and short-term investments as of the particular measurement date, as detailed in the Company’s financial statements filed with the SEC. In addition, the Committee may adjust ROIC to exclude the impact of the following: (i) accretion expense; (ii) goodwill impairment; (iii) charges for reorganizing or restructuring; (iv) charges from asset write-downs; (v) acquisitions or divestitures; (vi) foreign exchange gains or losses; (vii) changes in accounting principles or tax laws, rules, or regulations; and (viii) extraordinary, unusual, transition, one-time, and/or non-recurring items as determined by the Committee from time to time. Restricted Stock Units The annual RSUs granted in 2023 to the named executive officers vest over a three-year period, with one-third vesting each year on the anniversary of the grant date. The Compensation and Human Capital Committee believes the RSUs granted to our executives and team members constitute an effective incentive to achieving long-term Company success and are an important compensation component to our executives and team members. The number of RSUs granted to each named executive officer in 2023 was value-based after consideration by the Compensation and Human Capital Committee of factors and events relative to the Company’s performance, the expense related to the RSUs, resulting dilution, the element of motivation that equity awards provide, and other factors. 2023 Equity Long-Term Incentive Grant The 2023 target value of equity grants for each named executive officer increased over the prior year to align with the competitive market practice for their respective roles. The Equity Value awarded to each of the named executive officers, the amount allocated to PSUs and RSUs, and the conversions to number of units for PSUs at Target and RSUs based on the 15-day average trading price through the date of grant of $115.09 for Messrs. Lippert, Smith, Schnur, and Namenye and $111.54 for Ms. Etzkorn, are as follows:

  60. ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

    | Name | ROIC PSUs Target Number | ROIC PSUs Target Value | RSUs Number | RSUs Value | Target Value of Equity Grants | | Mr. Jason D. Lippert | 42,652 | $4,400,000 | 20,072 | $2,310,000 | $7,218,750 | | Ms. Lillian D. Etzkorn | 3,818 | $425,860 | 3,006 | $335,289 | $761,149* | | Mr. Ryan R. Smith | 20,897 | $2,405,000 | 10,449 | $1,202,500 | $3,607,500 | | Mr. Jamie M. Schnur | 14,589 | $1,679,000 | 6,343 | $730,000 | $2,409,000 | | Mr. Andrew J. Namenye | 6,517 | $750,000 | 3,910 | $450,000 | $1,200,000 |

  61. ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

    | * The number and value of Ms. Etzkorn’s RSU and PSU awards were prorated for the number of months during the calendar year 2023 during which she was employed by the Company. |

  62. ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

    PSUs Granted in Prior Years As previously disclosed, the PSUs granted in 2021 had a two-year performance period of 2021-2022, and the PSUs granted in 2022 have a three-year performance period of 2022-2024. Due to this change from a two-year performance period to a three-year performance period, there are no outstanding PSUs that have a performance period that ended on December 31, 2023. As a result, the named executive officers could not have earned any PSUs related to a performance period ending at the end of 2023. Mr. Hall’s RSUs and PSUs Pursuant to the award agreements governing Mr. Hall’s outstanding RSUs and PSUs, the Compensation and Human Capital Committee determined that Mr. Hall’s termination of employment with the Company constituted an “Approved Retirement.” As a result, 3,758 unvested RSUs and 9,714 unvested earned PSUs held by Mr. Hall vested on May 19, 2023. In addition, the PSUs held by Mr. Hall for the 2022-2024 performance period have been prorated based on his employment from January 1, 2022, through May 19, 2023, and therefore he could earn a maximum of 5,864 PSUs depending on the Company’s performance during the performance period. Any such earned PSUs will vest on March 1, 2025.

  63. SEVERANCE

    SEVERANCE The Compensation and Human Capital Committee has approved and adopted a form of Executive Employment Agreement for senior officers that has an initial three-year term with automatic one-year renewals and that provides severance payments or other benefits under certain circumstances following termination. The Compensation and Human Capital Committee believes the Executive Employment Agreements serve as appropriate retention tools for the Company’s executives by providing security in the event of an unplanned termination of employment for reasons other than cause. Furthermore, from time to time, we examine various strategic alternatives, and the provisions of the Executive Employment Agreements are important to retain these key executives whose continued employment might be at risk for reasons other than cause. The specific terms of the Executive Employment Agreements are summarized in “Potential Payments on Termination or Change-in-Control” on page 56. The 2018 Plan, and the related award agreements, contain provisions regarding treatment of outstanding equity awards upon a change in control of the Company and upon certain terminations of employment, as further described in “Potential Payments on Termination or Change-in-Control” on page 56.

  64. SEVERANCE

    | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES | 45 |

  65. OTHER KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM

    Equity interests that count toward satisfaction of the guidelines include shares owned outright by, or held in trust for the benefit of, the executive and his or her immediate family members residing in the same household, plus DSUs and RSUs (whether vested or unvested), as well as earned PSUs (whether vested or unvested). These executives are required to achieve ownership in accordance with the guidelines within three years of the date they assume their position or the date the guidelines were updated, whichever occurs later. As of December 31, 2023, all of the NEOs were in compliance with the guidelines or within the applicable three-year period. Clawback Policy In light of rules issued by the Securities and Exchange Commission and the New York Stock Exchange regarding clawback policies, we adopted a new Compensation Recovery Policy effective September 7, 2023 (the “Clawback Policy”). The Clawback Policy applies to all incentive-based compensation, which is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, received by our executive officers, including our named executive officers. The Clawback Policy applies in the case of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The Clawback Policy provides that promptly following such an accounting restatement, the Compensation and Human Capital Committee will determine the amount of the erroneously awarded compensation, which is the excess of the amount of incentive-based compensation received by current and former executive officers during the three completed fiscal years immediately preceding the required restatement date over the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts. The Company will provide each such executive officer with a written notice of such amount and a demand for repayment or return. If such repayment or return is not made within a reasonable time, the Clawback Policy provides that the Company will recover the erroneously awarded compensation in a reasonable and prompt manner using any lawful method, subject to limited exceptions as permitted by New York Stock Exchange listing standards. Additionally, all awards of incentive compensation are granted subject to the 2018 Plan, which provides that the Compensation and Human Capital Committee may review any equity award if the amount, payment, or vesting of such award was based on an entry in the financial statements that is the subject of a restatement, and cancel all or any portion of such awards and require the participant to repay to the Company all or any portion of the gain realized on the exercise of equity awards and the value realized on other awards. Impact of Tax Treatment on Compensation Section 162(m) of the Code limits deductibility of compensation paid to certain executive officers to $1 million per covered officer in any fiscal year. The Committee believes that stockholder interests are best served if its discretion and flexibility in structuring and awarding compensation are not restricted, even though some compensation awards may result in non-deductible compensation expenses to the Company. The Committee also takes into account whether components of our compensation program may be subject to the penalty tax associated with Section 409A of the Code and aims to structure the elements of compensation to be compliant with or exempt from Section 409A to avoid such potential adverse tax consequences.

  66. REPORT OF THE COMPENSATION AND HUMAN CAPITAL COMMITTEE

    | Name and Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | Jason D. Lippert President and Chief Executive Officer | 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 | | | 2021 | $1,085,620 | $5,245,239 | $4,500,000 | $162,891 | $10,993,750 | | Lillian D. Etzkorn(4) Executive Vice President and Chief Financial Officer | 2023 | $364,580 | $771,725 | $— | $259,261 | $1,395,566 | | Ryan R. Smith 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 | | | 2021 | $750,000 | $1,225,688 | $4,375,000 | $78,504 | $6,429,192 | | Jamie M. Schnur 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 | | | 2021 | $600,000 | $1,333,487 | $2,100,000 | $67,737 | $4,101,224 | | Andrew J. Namenye Executive Vice President, Chief Legal Officer, and Corporate Secretary | 2023 | $500,000 | $1,191,910 | $— | $82,165 | $1,774,075 | | | 2022 | $500,000 | $1,186,032 | $708,750 | $81,027 | $2,475,809 | | | 2021 | $445,578 | $710,954 | $743,750 | $51,525 | $1,951,807 | | Brian M. Hall(5) Former Executive Vice President and Chief Financial Officer | 2023 | $303,883 | $— | $— | $26,210 | $330,093 | | | 2022 | $525,000 | $1,245,358 | $826,875 | $76,302 | $2,689,147 | | | 2021 | $500,000 | $1,078,559 | $1,050,000 | $60,588 | $2,689,147 |

  67. GRANTS OF PLAN-BASED AWARDS TABLE

    GRANTS OF PLAN-BASED AWARDS TABLE The following table summarizes the RSUs and PSUs granted to the NEOs in 2023, as well as potential payouts under the 2023 AIP:

  68. GRANTS OF PLAN-BASED AWARDS IN 2023

    GRANTS OF PLAN-BASED AWARDS IN 2023

  69. GRANTS OF PLAN-BASED AWARDS IN 2023

    | | | | Estimated Possible Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | Name | Grant Date | Date of Compensation and Human Capital Committee Approval | Threshold | Target | Maximum | Threshold | Target | Maximum | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards(4) | | | 03/01/23 | 02/21/23 | | | | — | — | — | 20,072(2) | $2,294,430 | | Jason D. Lippert | 03/01/23 | 02/21/23 | | | | —(3) | 42,652(3) | 85,304(3) | — | $4,875,550 | | | | 02/21/23 | 577,500 | 1,443,750 | 2,887,500 | | | | | | | | 04/17/23 | 04/03/23 | | | | — | — | — | 3,006(2) | $335,289 | | Lillian D. Etzkorn | 04/17/23 | 04/03/23 | | | | —(3) | 3,818(3) | 7,636(3) | — | $425,860 | | | | 04/03/23 | 141,750 | 472,500 | 826,875 | | | | | | | | 03/01/23 | 02/21/23 | | | | | — | — | 10,449(2) | $1,194,425 | | Ryan R. Smith | 03/01/23 | 02/21/23 | | | | —(3) | 20,897(3) | 41,794(3) | — | $2,388,736 | | | | 02/21/23 | 499,500 | 1,665,000 | 2,913,750 | | | | | | | | 03/01/23 | 02/21/23 | | | | | — | — | 6,343(2) | $725,068 | | Jamie M. Schnur | 03/01/23 | 02/21/23 | | | | —((3) | 14,589(3) | 29,178(3) | — | $1,667,669 | | | | 02/21/23 | 328,500 | 1,095,000 | 1,916,250 | | | | | | | | 03/01/23 | 02/21/23 | | | | | — | — | 3,910(2) | $446,952 | | Andrew J. Namenye | 03/01/23 | 02/21/23 | | | | —(3) | 6,517(3) | 13,034(3) | — | $744,958 | | | | 02/21/23 | 135,000 | 450,000 | 787,500 | | | | | | | Brian M. Hall | | 02/21/23 | 61,693 | 205,644 | 359,877 | | | | | |

  70. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (1) Amounts shown in this column represent the potential cash payout amounts under the 2023 AIP for all of the NEOs. The actual payout amounts related to 2023 performance are disclosed in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. |

  71. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (2) Represents the annual grant of RSUs, which vest ratably each year on the first through the third anniversaries of the respective grant date. |

  72. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (3) Represents 2023 ROIC PSUs that would be earned depending on the level of achievement of ROIC-related performance goals over the three-year measurement period of 2023-2025. The final number of units earned could be from 0% of target for performance at the threshold level up to 200% of target for maximum performance. Earned 2023 ROIC PSUs will vest on March 1, 2026. |

  73. GRANTS OF PLAN-BASED AWARDS IN 2023

    | (4) Amounts represent the grant date fair value of the awards determined in accordance with ASC 718. For a discussion of assumptions made in determining the grant date fair value, see Note 2 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. Amounts related to PSUs represent the value at the grant date based upon the probable outcome of the performance conditions. |

  74. GRANTS OF PLAN-BASED AWARDS IN 2023

    | 52 | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES |

  75. Grants of Plan-Based Awards

    Grants of Plan-Based Awards In February 2023, the Compensation and Human Capital Committee approved the 2023 AIP, under which participants could earn incentive compensation based on the level of achievement of certain financial performance measurements in 2023, which for 2023 was based on goals for Adjusted EBIT. In February 2023, the Compensation and Human Capital Committee approved the grant of the 2023 ROIC PSUs and the annual RSUs under the 2018 Plan to the named executive officers. For additional information regarding the 2023 AIP and these equity awards, see “Compensation Discussion and Analysis – Analysis of 2023 Compensation Decisions.”

  76. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table summarizes the number of shares of Common Stock underlying outstanding unvested equity awards held by each NEO as of December 31, 2023:

  77. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  78. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | | Stock Awards | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(1) | | | 03/01/21 | 5,385(2) | $676,948 | — | — | | | 03/01/22 | 12,795(2) | $1,608,459 | — | — | | Jason D. Lippert | 03/01/21 | 48,473(3) | $6,093,541 | — | — | | | 03/01/23 | 20,802(4) | $2,615,019 | — | — | | | 03/01/22 | — | — | 38,385(5) | $4,825,378 | | | 03/01/23 | — | — | 44,202(6) | $5,556,633 | | Lillian D. Etzkorn | 04/17/23 | 3,084(4) | $387,690 | — | — | | | 04/17/23 | — | — | 3,917(6) | $492,406 | | | 03/01/21 | 1,258(2) | $158,143 | — | — | | | 03/01/22 | 6,979(2) | $877,330 | — | — | | Ryan R. Smith | 03/01/21 | 11,326(3) | $1,423,791 | — | — | | | 03/01/23 | 10,829(4) | $1,361,314 | — | — | | | 03/01/22 | — | — | 11,167(5) | $1,403,804 | | | 03/01/23 | — | — | 21,657(6) | $2,722,501 | | | 03/01/21 | 1,368(2) | $171,971 | — | — | | | 03/01/22 | 3,605(2) | $453,185 | — | — | | Jamie M. Schnur | 03/01/21 | 12,323(3) | $1,549,124 | — | — | | | 03/01/23 | 6,574(4) | $826,418 | — | — | | | 03/01/22 | — | — | 10,808(5) | $1,359,931 | | | 03/01/23 | — | — | 15,119(6) | $1,900,609 | | | 03/01/21 | 730(2) | $91,768 | — | — | | | 03/01/22 | 2,618(2) | $329,109 | — | — | | Andrew J. Namenye | 03/01/21 | 6,571(3) | $826,040 | — | — | | | 03/01/23 | 4,052(4) | $509,377 | — | — | | | 03/01/22 | — | — | 6,543(5) | $822,521 | | | 03/01/23 | — | — | 6,754(6) | $849,045 | | Brian M. Hall | 03/01/22 | — | — | 6,871(5) | $863,753 |

  79. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) Market value determined based on the closing market price of our Common Stock on December 29, 2023 (the last trading day of 2023), of $125.71 per share, multiplied by the number of underlying shares not yet vested. |

  80. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) Represents RSU awards, including dividends thereon, where applicable, that vest ratably each year on the first through the third anniversaries of the respective March 1st following the grant date. |

  81. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) Represents PSU awards, including dividends thereon, where applicable, that were earned based on achievement of ROIC over the two-year measurement period of 2021-2022 and vest on March 1, 2024. |

  82. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (4) Represents RSU awards, including dividends thereon, where applicable, that vest ratably each year on the first through the third anniversaries of the respective grant date. See “Executive Compensation – Compensation Discussion and Analysis – Analysis of 2023 Compensation Decisions.” |

  83. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (5) Represents PSU awards, including dividends thereon, where applicable, that are earned based on achievement of ROIC over the three-year measurement period of 2022-2024 and vest on March 1, 2025. |

  84. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (6) Represents PSU awards, including dividends thereon, where applicable, that are earned based on achievement of ROIC over the three-year measurement period of 2023-2025 and vest on March 1, 2026. See “Executive Compensation – Compensation Discussion and Analysis – Analysis of 2023 Compensation Decisions.” |

  85. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 54 | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES |

  86. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table presents the value realized by the NEOs on the vesting of stock-based awards in 2023. None of our NEOs hold any stock options, and therefore no stock options were exercised in 2023.

  87. OPTION EXERCISES AND STOCK VESTED IN 2023

    OPTION EXERCISES AND STOCK VESTED IN 2023

  88. OPTION EXERCISES AND STOCK VESTED IN 2023

    | | Stock Awards | | | | Number of Shares | Value Realized | | Name | Acquired on Vesting(1) | on Vesting(2) | | Jason D. Lippert | 81,515 | $9,317,980 | | Lillian D. Etzkorn | — | $— | | Ryan R. Smith | 6,058 | $692,490 | | Jamie M. Schnur | 13,291 | $1,519,294 | | Andrew J. Namenye | 10,489 | $1,198,998 | | Brian M. Hall | 27,341 | $3,077,389 |

  89. OPTION EXERCISES AND STOCK VESTED IN 2023

    | (1) Includes (a) time-based RSUs which vested in 2023 and (b) PSUs granted in 2020, including dividends thereon, where applicable, that were earned based on achievement of ROIC over the two-year measurement period of 2020-2021 and vested on March 1, 2023. |

  90. OPTION EXERCISES AND STOCK VESTED IN 2023

    | (2) Value realized calculated by multiplying the number of shares vested by the closing price of our Common Stock as reported by the NYSE on the vesting date. |

  91. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION The Company maintains an Executive Non-Qualified Deferred Compensation Plan (the “Deferral Plan”). The Company does not make any contributions to the Deferral Plan, but is responsible for certain costs of administration, which are not significant. Pursuant to the Deferral Plan, the NEOs are eligible to defer all or a portion of their earned base salary and incentive compensation. The Deferral Plan participant is fully vested in all deferred compensation and earnings credited to the participant’s account because the participant has made all the contributions. Pursuant to the Deferral Plan, payments to the participants will be made from the Company’s general unrestricted assets, and the obligations pursuant to the Deferral Plan are unfunded and unsecured. The Deferral Plan participant’s account is deemed invested (but is not actually invested) among various deemed investment alternatives selected by the participant. The Company has elected to invest a portion of the compensation deferred by the participant in life insurance policies for the benefit of the Company. The investments within these life insurance policies track the deemed investments selected by the participant in order to generate the funds needed to make payments to the participants. The deemed investments selected by the participant determine the amount of earnings and losses that are credited to the participant’s account.

  92. NON-QUALIFIED DEFERRED COMPENSATION

    | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES | 55 |

  93. NON-QUALIFIED DEFERRED COMPENSATION

    The following table summarizes activity in the Deferral Plan for the NEOs in 2023:

  94. NON-QUALIFIED DEFERRED COMPENSATION IN 2023

    NON-QUALIFIED DEFERRED COMPENSATION IN 2023

  95. NON-QUALIFIED DEFERRED COMPENSATION IN 2023

    | Name | Executive Contributions in 2023(1) | Aggregate Loss in 2023(2) | Aggregate Withdrawals/ Distributions in 2023 | Aggregate Balance at December 31, 20233) | | Jason D. Lippert | $— | $2,453,625 | $— | $16,572,499(4) | | Lillian D. Etzkorn | $— | $— | $— | $— | | Ryan R. Smith | $500,000 | $148,517 | $— | $1,127,289(5) | | Jamie M. Schnur | $300,000 | $650,506 | $— | $4,239,430(6) | | Andrew J. Namenye | $— | $— | $— | $— | | Brian M. Hall | $— | $65,812 | $(42,385) | $404,690(7) |

  96. NON-QUALIFIED DEFERRED COMPENSATION IN 2023

    | (1) The executive contributions in 2023 were withheld from each NEO’s Non-Equity Incentive Plan Compensation in the Summary Compensation Table. |

  97. NON-QUALIFIED DEFERRED COMPENSATION IN 2023

    | (2) Amounts represent earnings on the executives’ contributions and have not been included in the Summary Compensation Table. |

  98. NON-QUALIFIED DEFERRED COMPENSATION IN 2023

    | (3) Amounts reported in this column previously were reported as compensation to the NEO in the Summary Compensation Table for the previous years. |

  99. NON-QUALIFIED DEFERRED COMPENSATION IN 2023

    | (4) Includes cumulative contributions by the participant of $10,392,419, as well as cumulative earnings of $6,180,080. |

  100. NON-QUALIFIED DEFERRED COMPENSATION IN 2023

    | (5) Includes cumulative contributions by the participant of $1,050,000, as well as cumulative earnings of $77,289. |

  101. NON-QUALIFIED DEFERRED COMPENSATION IN 2023

    | (6) Includes cumulative contributions by the participant of $2,919,950, as well as cumulative earnings of $1,602,814, and cumulative withdrawals of $283,334. |

  102. NON-QUALIFIED DEFERRED COMPENSATION IN 2023

    | (7) Includes cumulative contributions by the participant of $330,752, as well as cumulative earnings of $167,991, and cumulative withdrawals of $94,053. |

  103. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS ON TERMINATION OR CHANGE-IN-CONTROL

  104. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE-IN-CONTROL TABLE

    POTENTIAL PAYMENTS ON TERMINATION OR CHANGE-IN-CONTROL TABLE The table below reflects the estimated value of compensation and benefits payable to each of the NEOs, other than Mr. Hall, upon the occurrence of certain events. The amounts in the table are based on a hypothetical termination or change in control date of December 31, 2023. As discussed above, Mr. Hall stepped down as our Chief Financial Officer on April 17, 2023, and remained a full-time employee of the Company in an advisory role to assist with the transition of that position until May 19, 2023. Mr. Hall then provided advisory services until July 3, 2023. Mr. Hall’s compensation in 2023 is disclosed in the Summary Compensation Table above. Under the terms of Mr. Hall’s Executive Employment Agreement, his termination of employment by mutual agreement resulted in no severance benefits being payable to him. However, pursuant to the award agreements governing Mr. Hall’s outstanding RSUs and PSUs, the Compensation and Human Capital Committee determined that Mr. Hall’s termination of employment constituted an “Approved Retirement.” As a result, 3,758 unvested RSUs and 9,714 unvested earned PSUs held by Mr. Hall vested on May 19, 2023. Based on the closing stock price on that date, such units had an aggregate value of $1,491,931. In addition, the PSUs held by Mr. Hall for the 2022-2024 performance period have been prorated based on his employment from January 1, 2022 through May 19, 2023, and therefore he could earn a maximum of 5,864 PSUs depending on the Company’s performance against the specified goals during the 2022-2024 performance period, and any such earned PSUs will vest on March 1, 2025. Based on the closing stock price on December 29, 2023 (the last trading day of 2023), those 5,864 PSUs had a value of $737,163.

  105. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE-IN-CONTROL TABLE

    | Name/Benefit | Involuntary Termination Without Cause or for Good Reason (2) | Involuntary Termination Due to Disability(3) | Involuntary Termination Due to Death | Change in Control; Awards not Assumed or Involuntary Termination Without Cause or for Good Reason Within 24 Months after a Change in Control (4) | | Jason D. Lippert | | | | | | Base salary | $2,310,000 | $1,155,000 | $1,155,000 | $— | | Annual bonus | $2,310,000 | $— | $— | $— | | Current AIP | $— | $— | $— | $— | | Other benefits | $78,716 | $20,280 | $— | $— | | Acceleration of unvested equity | $16,063,098 | $15,766,590 | $15,766,590 | $15,766,590 | | Total Benefits(1) | $20,761,814 | $16,941,870 | $16,921,590 | $15,766,590 | | Lillian D. Etzkorn | | | | | | Base salary | $1,050,000 | $525,000 | $525,000 | $— | | Annual bonus | $— | $— | $— | $— | | Current AIP | $— | $— | $— | $— | | Other benefits | $58,451 | $20,280 | $— | $— | | Acceleration of unvested equity | $551,825 | $547,677 | $547,677 | $547,677 | | Total Benefits(1) | $1,660,276 | $1,092,957 | $1,072,677 | $547,677 | | Ryan R. Smith | | | | | | Base salary | $2,775,000 | $925,000 | $925,000 | $— | | Annual bonus | $2,775,000 | $— | $— | $— | | Current AIP | $— | $— | $— | $— | | Other benefits | $62,540 | $20,280 | $— | $— | | Acceleration of unvested equity | $5,663,948 | $5,564,721 | $5,564,721 | $5,564,721 | | Total Benefits(1) | $11,276,488 | $6,510,001 | $6,489,721 | $5,564,721 | | Jamie M. Schnur | | | | | | Base salary | $1,460,000 | $730,000 | $730,000 | $— | | Annual bonus | $1,460,000 | $— | $— | $— | | Current AIP | $— | $— | $— | $— | | Other benefits | $67,112 | $20,280 | $— | $— | | Acceleration of unvested equity | $4,540,855 | $4,453,361 | $4,453,361 | $4,453,361 | | Total Benefits(1) | $7,527,967 | $5,203,641 | $5,183,361 | $4,453,361 | | Andrew J. Namenye | | | | | | Base salary | $1,000,000 | $500,000 | $500,000 | $— | | Annual bonus | $1,000,000 | $— | $— | $— | | Current AIP | $— | $— | $— | $— | | Other benefits | $68,723 | $20,280 | $— | $— | | Acceleration of unvested equity | $2,587,657 | $2,538,253 | $2,538,253 | $2,538,253 | | Total Benefits | $4,656,380 | $3,058,533 | $3,038,253 | $2,538,253 |

  106. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE-IN-CONTROL TABLE

    | (1) Deferred compensation balances are not included above as the Deferral Plan participant is fully vested in all deferred compensation and earnings credited to the participant’s account because the participant has made all the contributions. For additional information regarding the NEOs’ deferred compensation balances under the Deferral Plan, see the Non-Qualified Deferred Compensation Table. |

  107. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE-IN-CONTROL TABLE

    | (2) For the PSUs granted in 2023, because the NEO would receive the actual number of earned PSUs, prorated, following the end of the performance period, the accelerated amount in the table assumes that the target level of performance is achieved. |

  108. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE-IN-CONTROL TABLE

    | (3) Amounts payable by the Company will be reduced by the disability payments received by the executive. |

  109. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE-IN-CONTROL TABLE

    | (4) Upon involuntary termination without cause or for good reason, the NEO would also receive the base salary, annual bonus, current AIP, and other benefits as noted in the “Involuntary Termination Without Cause or for Good Reason” column. |

  110. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE-IN-CONTROL TABLE

    | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES | 59 |

  111. CEO PAY RATIO

    CEO PAY RATIO We are providing the following information about the relationship of the annual total compensation of our team members and the annual total compensation of Jason D. Lippert, our President and Chief Executive Officer (“CEO”): For 2023, our last completed fiscal year:

  112. CEO PAY RATIO

    | ● | the annual total compensation of our median team member was $52,618; and |

  113. CEO PAY RATIO

    | ● | the annual total compensation of our CEO, as reported in the Summary Compensation Table included on page 49 of this Proxy Statement, was $8,642,843. |

  114. CEO PAY RATIO

    Based on this information for fiscal year 2023, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median team member was 164:1. We used reasonable estimates in the methodology used to identify the median team member and calculate the annual total compensation of the median team member in a manner consistent with SEC rules and guidance. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K. As of December 31, 2023, our employee population consisted of approximately 10,000 U.S. team members and 1,625 non-U.S. team members. We elected to exclude all of our team members located in Tunisia (approximately 125 individuals total) from our determination of the median team member pursuant to the de minimis exemption permitted under SEC rules. The median employee was selected from an adjusted team member population of 11,625 employees (excluding our CEO). We identified our median employee based on the total payroll earnings actually paid during fiscal year 2023 to the above-mentioned 11,625 members of our workforce (including full-time and part-time), other than our CEO, who were employed on December 31, 2023. For purposes of determining the total payroll earnings actually paid, we included: the amount of base salary the team member received during the year, the amount of any cash incentives paid to the team member in the year (which include annual cash incentives that are generally paid in January or February for performance during the prior fiscal year), and the value of any equity grants that vested during the year based on the value of the shares on the date of vesting. We also included certain adjustments for the value of employer-provided healthcare benefits and for the annualization of pay for any team members who were employed by us for only part of the year. Once we identified our median team member, we then determined that team member’s total compensation, including any perquisites and other benefits, in the same manner that we determine the total compensation of our NEOs for purposes of the Summary Compensation Table disclosed above. The elements included in the CEO’s total compensation are fully discussed above in the footnotes to the Summary Compensation Table.

  115. CEO PAY RATIO

    | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES | 61 |

  116. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth information regarding compensation of our CEO (referred to as our “PEO” in this section) and our other NEOs (the “Non-PEO NEOs”) on an average basis, along with total shareholder return, net income, and Adjusted EBIT for our fiscal years 2023, 2022, 2021 and 2020, as required by the SEC’s pay versus performance rules. For information regarding the Compensation and Human Capital Committee’s pay-for-performance philosophy and how executive compensation is aligned with Company performance, refer to the CD&A.

  117. Pay Versus Performance Tables (“PVP”)

    Pay Versus Performance Tables (“PVP”)

  118. Pay Versus Performance Tables (“PVP”)

    | | | | Average SCT | | Value of Initial Fixed $100 | | | Adjusted | | | SCT Total | CAP to | Total for Non-PEO | Average CAP to | Investment Based On: | | Net Income | EBIT | | Year | for PEO(1) | PEO(4) | NEOs(1) | Non-PEO NEOs(4) | TSR | Peer Group TSR(2) | ($mm) | ($mm)(3) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $8,642,843 | $6,518,542 | $2,281,477 | $1,577,949 | $133 | $108 | $64 | $123 | | 2022 | $10,533,675 | $(2,915,608) | $3,770,625 | $1,515,940 | $94 | $102 | $395 | $553 | | 2021 | $10,993,750 | $24,642,255 | $3,792,843 | $5,626,233 | $153 | $151 | $288 | $398 | | 2020 | $9,509,751 | $13,440,874 | $2,299,341 | $2,809,689 | $124 | $123 | $158 | $247 |

  119. Relationship Between Compensation Actually Paid and Performance

    Relationship Between Compensation Actually Paid and Performance The following charts show, for each of 2020, 2021, 2022, and 2023, the relationship between CAP to our PEO and to the average of our Non-PEO NEOs, to our TSR, our peer group’s TSR, our net income, and our Adjusted EBIT.

  120. COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN

    COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN

  121. COMPENSATION ACTUALLY PAID VERSUS NET INCOME

    COMPENSATION ACTUALLY PAID VERSUS NET INCOME

  122. COMPENSATION ACTUALLY PAID VERSUS NET INCOME

    | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES | 63 |

  123. COMPENSATION ACTUALLY PAID VERSUS ADJUSTED EBIT

    COMPENSATION ACTUALLY PAID VERSUS ADJUSTED EBIT TSR was not used as a performance measure in our 2023 annual cash incentive or equity programs. However, the fact that stock price impacts the value of outstanding and vested equity awards means that there is some relationship between CAP and our TSR performance. Our company-selected measure is Adjusted EBIT, which was the only performance measure under our annual cash incentive program in 2023. Even with the weight of this measure in our incentive framework, there is a limited relationship with CAP. Similarly, we do not use GAAP net income in our incentive plans. Accordingly, there is a limited relationship with CAP.