DEF 14A of Lci Industries
Filed Mar 27, 2026 · FY20250001140361-26-011739
Table of Contents
| 31 | Discussion of Director Compensation | | 32 | EXECUTIVE COMPENSATION | | 32 | A Message from our Compensation and Human Capital Committee | | 33 | Business Performance Highlights | | 33 | Compensation Discussion and Analysis | | 47 | Report of the Compensation and Human Capital Committee | | 48 | Summary Compensation Table | | 50 | Grants of Plan-Based Awards Table | | 52 | Outstanding Equity Awards at Fiscal Year-End | | 53 | Option Exercises and Stock Vested | | 53 | Non-Qualified Deferred Compensation | | 54 | Potential Payments on Termination or Change-In-Control | | 57 | EQUITY COMPENSATION PLAN INFORMATION | | 58 | CEO PAY RATIO | | 59 | PAY VERSUS PERFORMANCE | | 62 | TRANSACTIONS WITH RELATED PERSONS | | 62 | Approval of Certain Related Person Transactions | | 62 | Compensation and Human Capital Committee Interlocks and Insider Participation | | 63 | PROPOSAL 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION | | 64 | PROPOSAL 3. RATIFICATION OF APPOINTMENT OF AUDITORS | | 64 | Fees for Independent Auditors | | 65 | REPORT OF THE AUDIT COMMITTEE | | 67 | PROPOSAL 4. APPROVAL OF THE LCI INDUSTRIES AMENDED 2018 OMNIBUS INCENTIVE PLAN | | 78 | TRANSACTION OF OTHER BUSINESS | | 78 | STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING | | 79 | APPENDIX A | | 80 | APPENDIX B |
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| Nominee | Age | Director Since | Principal Occupation | Independent | Other Public Boards | Committee Memberships | | | | | | | | | | | | A | CHC | CGNS | R | SACD | | Tracy D. Graham* | 52 | 2016 | Managing Partner of Graham Allen Partners | ● | 1 | ● | | ● | | | | Brendan J. Deely | 60 | 2011 | Chief Executive Officer and President of EFC International | ● | 0 | | | ● | ● | Chair | | Virginia L. Henkels | 57 | 2017 | Former Chief Financial Officer and Secretary of Empowerment & Inclusion Capital I Corp. | ● | 2 | Chair | ● | | ● | | | Jason D. Lippert | 53 | 2007 | President and Chief Executive Officer of the Company | | 1 | | | | | | | Stephanie K. Mains | 58 | 2021 | Former Chief Executive Officer of LSC Communications MCL, LLC | ● | 2 | ● | ● | | | ● | | Linda K. Myers | 62 | 2022 | Former Partner at Kirkland & Ellis LLP | ● | 3 | | | Chair | ● | ● | | Kieran M. O’Sullivan | 64 | 2015 | President, Chief Executive Officer, and Chairman of the Board of CTS Corporation | ● | 1 | ● | | ● | Chair | | | John A. Sirpilla | 59 | 2019 | Founder and Chief Executive Officer of Encourage LLC | ● | 0 | | Chair | | ● | ● |
DIRECTOR NOMINEES
| A - Audit | R - Risk | | CHC - Compensation and Human Capital | SACD - Strategy, Acquisition, and Capital Deployment | | CGNS - Corporate Governance, Nominating, and Sustainability | * - Chairman of the Board |
DIRECTOR NOMINEES
For more information, visit page 20
DIRECTOR NOMINEES
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DIRECTOR NOMINEES
| 2025 Business Performance Highlights | | | | | $4.1B | $188M | $412M | 6.8% | | Net sales of $4.1 billion, up 10% year-over-year | Net income of $188 million, or $7.57 per diluted share, up 32% year-over-year | EBITDA(1) of $412 million, up 20% year-over-year | Operating profit margin of 6.8% in 2025, up from 5.8% in 2024 |
DIRECTOR NOMINEES
| $331M | $243M | $818M | | Cash flows from operating activities of $331 million | Returned $243 million to stockholders through quarterly dividends and share repurchases | Strong liquidity position with $223 million of cash and cash equivalents and $595 million of availability on revolving credit facility at December 31, 2025 | | (1) EBITDA is defined as net income adjusted for interest expense, net, provision for income taxes, depreciation expense, and amortization expense. Refer to Appendix A to this Proxy Statement for a reconciliation of this non-GAAP financial measure to the corresponding GAAP measure. | | |
DIRECTOR NOMINEES
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SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name Principal Position | Year | Salary | Stock Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Jason D. Lippert President and Chief Executive Officer | 2025 | $1,195,000 | $6,221,621 | $2,345,838 | $331,402 | $10,093,861 | | | 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 | | Lillian D. Etzkorn Executive Vice President and Chief Financial Officer | 2025 | $630,000 | $1,215,212 | $655,225 | $94,405 | $2,594,842 | | | 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 | 2025 | $957,000 | $3,024,277 | $2,245,326 | $184,157 | $6,410,760 | | | 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 | | Jamie M. Schnur Group President - Aftermarket | 2025 | $755,000 | $2,066,225 | $1,427,867 | $139,412 | $4,388,504 | | | 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 | | Andrew J. Namenye Former Executive Vice President, Chief Legal and HR Officer, and Corporate Secretary | 2025 | $380,288 | $1,213,308 | $— | $3,759,890 | $5,353,486 | | | 2024 | $525,000 | $1,179,245 | $537,375 | $80,753 | $2,322,373 | | | 2023 | $500,000 | $1,191,910 | $— | $82,165 | $1,774,075 |
SUMMARY COMPENSATION TABLE
For more information, visit page 48.
Proposal 1. Election of Directors
Proposal 1. Election of Directors The business and affairs of the Company are managed under the direction of our Board of Directors. The Company’s Certificate of Incorporation currently provides that the number of directors shall consist of not less than three nor more than twelve persons. Our bylaws provide that the number of directors, not less than three nor more than twelve persons, shall be determined from time to time by resolution of the Board. The Board of Directors currently consists of nine Directors. As discussed further below, it is proposed that, at the 2026 Annual Meeting, the stockholders elect a Board of eight Directors to serve for a term of one year or until their successors are elected and qualify. The Board has resolved that, effective at the 2026 Annual Meeting, the number of directors of the Company will be reduced to eight. Proxies cannot be voted for a greater number of persons than eight, which is the number of nominees named in this Proxy Statement. On February 11, 2026, Director James F. Gero notified the Company that he will not stand for re-election to the Board of Directors when his term expires at the 2026 Annual Meeting. Mr. Gero’s decision to not stand for re-election was not due to any disagreement with the company on any matter relating to its operations, policies, or practices. The Board of Directors thanks Mr. Gero for his years of service, his dedication to the Board, and his many contributions to the Company. The Company’s bylaws require directors to be elected under a majority voting standard in uncontested elections. In any contested election, directors will be elected by a plurality vote. Because the election of Directors at the 2026 Annual Meeting will be an uncontested election, each of the nominees, being an incumbent Director, was required to submit an irrevocable resignation, contingent on (i) that person not receiving a majority of the votes cast in his or her election, and (ii) acceptance of that resignation by the Board of Directors in accordance with the policies and procedures adopted by the Board of Directors for such purpose. In the event a nominee in an uncontested election fails to receive a majority of the votes cast, the Corporate Governance, Nominating, and Sustainability Committee will recommend to the Board of Directors whether to accept or reject the resignation of such incumbent Director, or whether other action should be taken. The Board of Directors will act on the resignation, taking into account the Committee’s recommendation, and publicly disclose (by a press release and filing an appropriate disclosure with the SEC) its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision, within 90 days following certification of the election results. The Corporate Governance, Nominating, and Sustainability Committee, in making its recommendation, and the Board of Directors, in making its decision, each may consider any factors and other information that they consider appropriate and relevant. If the Board of Directors accepts a Director’s resignation pursuant to this process, the Board of Directors may fill the resulting vacancy.
DIRECTOR QUALIFICATIONS AND SELECTION PROCESS
DIRECTOR QUALIFICATIONS AND SELECTION PROCESS The Corporate Governance, Nominating, and Sustainability Committee of the Board leads the search for individuals qualified to serves as Directors and selects nominees to be presented for stockholder approval at each Annual Meeting. The Committee considers candidates for Board membership suggested by members of the Committee, Directors, Management, and stockholders. In evaluating potential nominees, the Corporate Governance, Nominating, and Sustainability Committee considers the composition of the Board with respect to experience, balance of professional interests, required expertise, and other factors. The Committee also strives to include candidates who reflect diverse experience, skills, and backgrounds when assembling an initial pool of qualified candidates from which to fill Board vacancies. The objective of the Committee is to identify and recommend the most capable candidates who have experience in the areas of expertise needed at that time and who meet the criteria for nomination. The Corporate Governance, Nominating, and Sustainability Committee evaluates candidates recommended by stockholders using the same criteria applied to those candidates proposed by Directors or Management. To be considered for membership on the Board, a candidate must meet the following criteria, as set forth in the Company’s Governance Principles: (a) should possess the highest personal and professional ethics, integrity, and values, and be committed to representing the long-term interests of the stockholders; (b) should have an inquisitive and objective perspective, practical wisdom, and mature judgment; (c) must be willing to devote sufficient time to carry out his or her duties and responsibilities effectively; (d) should be committed to serving on the Board for an extended period of time; (e) should be prepared to resign in the event of any significant change in his or her personal circumstances which may impair his or her ability to effectively serve on the Board; (f) Directors who also serve as CEOs or in equivalent positions should not serve on more than two boards of public companies in addition to the Company’s Board; and (g) Directors who are not CEOs or equivalent should not serve on more than four boards of public companies in addition to the Company’s Board.
DIRECTOR QUALIFICATIONS AND SELECTION PROCESS
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DIRECTOR QUALIFICATIONS AND SELECTION PROCESS
The Corporate Governance, Nominating, and Sustainability Committee seeks candidates who demonstrate exceptional ability and judgment and who can, in conjunction with other Directors, most effectively serve the long-term interests of our stockholders. The particular experience, qualifications, and skills of each nominee described on pages 19 through 23 of this Proxy Statement reflect that our Board, taken as a whole, provides a broad diversity of knowledge of our Company and industry, expertise in finance and investment, experience with technology-based and growth-oriented companies and global markets, competence in accounting and financial reporting, and leadership in business and with socially responsible organizations. The Corporate Governance, Nominating, and Sustainability Committee recommended to the Board each of the nominees for election as Directors as set forth herein. No candidates for Director nominees were submitted to the Committee by any stockholder in connection with the 2026 Annual Meeting. Stockholders may propose candidates for director for consideration by the Corporate Governance, Nominating, and Sustainability Committee by submitting the names of such candidates and supporting information to: Corporate Secretary LCI Industries 2917 Independence Ct. Elkhart, Indiana 46514 The candidate must meet the qualifications for Directors described above and in the Company’s Governance Principles. In addition, any stockholder who wishes to nominate a director candidate at an annual meeting may do so by following the procedures and providing the information set forth under “Stockholder Proposals for the 2027 Annual Meeting” and in Section 1.13 of the Company’s bylaws.
DIRECTOR QUALIFICATIONS AND SELECTION PROCESS
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DIRECTOR NOMINEE SKILLS AND EXPERIENCES
DIRECTOR NOMINEE SKILLS AND EXPERIENCES The following matrix highlights our Director nominees’ primary skills and experiences. This matrix is intended as a high-level summary and not an exhaustive list of each Director’s skills or contributions to the Board.
DIRECTOR NOMINEE SKILLS AND EXPERIENCES
| Skills and Experiences | TRACY D. GRAHAM | BRENDAN J. DEELY | VIRGINIA L. HENKELS | JASON D. LIPPERT | STEPHANIE K. MAINS | LINDA K. MYERS | KIERAN M. O’SULLIVAN | JOHN A. SIRPILLA | | Accounting | | | ● | | ● | | | ● | | Artificial Intelligence | ● | | | | | | | | | Audit | ● | | ● | | ● | ● | ● | | | Business Operations | ● | ● | ● | ● | ● | | ● | ● | | Chief Executive Officer (CEO) | ● | ● | | ● | ● | | ● | ● | | Chief Financial Officer (CFO) | | | ● | | ● | | | | | Chief Operating Officer (COO) | | ● | | | | | | ● | | Corporate Governance | ● | ● | ● | | ● | ● | ● | ● | | Dealer or Distributor | | ● | | | ● | | ● | ● | | Financial Expertise | ● | | ● | | ● | ● | ● | | | Financial Literacy | ● | ● | ● | | ● | ● | ● | ● | | Innovation and Emerging Technologies | ● | | | ● | ● | | ● | | | Insurance | ● | | ● | | | | | | | International | | ● | ● | ● | ● | ● | ● | | | Legal/Compliance/Regulatory | | | ● | | | ● | | | | Logistics | | ● | ● | | ● | | ● | ● | | Marketing and Sales | ● | ● | | | | | ● | ● | | Mergers and Acquisitions | ● | ● | ● | ● | ● | ● | ● | ● | | Operations or Manufacturing Experience | ● | ● | ● | ● | ● | | ● | | | Procurement or Supply Chain Management | | ● | ● | | | | ● | ● | | Real Estate | | | ● | | ● | ● | | ● | | Recent Public Company Board Membership | ● | | ● | ● | ● | ● | ● | | | Risk Management | ● | ● | ● | | ● | ● | ● | ● | | Strategic Planning | ● | ● | ● | ● | ● | ● | ● | ● | | Sustainability / Social Responsibility | | | | | ● | ● | ● | | | Technology or Cybersecurity | ● | | | | ● | | ● | |
DIRECTOR NOMINEE SKILLS AND EXPERIENCES
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Our Director Nominees
Our Director Nominees Following the recommendation of the Corporate Governance, Nominating, and Sustainability Committee, the Board of Directors has nominated the eight 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 15, 2025.
Our Director Nominees
| | Tracy D. Graham Mr. Graham, 52, Chairman of the Board of Directors, has been a member of our Board of Directors since 2016. Mr. Graham is the Managing Partner of Graham Allen Partners, a private equity firm focused on acquiring and growing technology-enabled companies. Mr. Graham has also served in other roles at Graham Allen Partners over the years, including Chief Executive Officer and Chief Investment Officer. Prior to forming Graham Allen Partners in 2009, he served as Vice President at Cincinnati Bell, one of the nation’s leading regionally- | CAREER EXPERIENCE 30 YEARS 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 data center infrastructure to business customers, 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. | BOARD EXPERIENCE 28 YEARS Mr. Graham has over 28 years of executive and leadership experience in growth-oriented companies, with deep expertise in artificial intelligence, data infrastructure, information technology, and cybersecurity. He brings a multifaceted understanding of the technology transformation challenges and opportunities facing businesses today. Committees: Audit; Corporate Governance, Nominating, and Sustainability | | | Brendan J. Deely Mr. Deely, 60, has been a member of our Board of Directors since 2011. Mr. Deely is the 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 served as an independent director and subsequently as President | CAREER EXPERIENCE 38 YEARS 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. | BOARD EXPERIENCE 15 YEARS 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 in 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) |
Our Director Nominees
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Our Director Nominees
| AVERAGE CAREER | AVERAGE BOARD | | EXPERIENCE | EXPERIENCE | | 35 | 19 | | YEARS | YEARS |
Our Director Nominees
| | Virginia L. Henkels Ms. Henkels, 57, 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. 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 its 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 | CAREER EXPERIENCE 36 YEARS and manufacturing company. Most recently, Ms. Henkels served as 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 from 2020 to February 2023. Ms. Henkels currently serves on the board of directors of Avnet, Inc., a publicly traded 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 | BOARD EXPERIENCE 9 YEARS and supply chain management solutions, from 2018 until it was acquired by The Jordan Companies in November 2021. Ms. Henkels is also 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 |
Our Director Nominees
| | Jason D. Lippert Mr. Lippert, 53, 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 | CAREER EXPERIENCE 31 YEARS and its subsidiaries, and he has held a broad range of leadership positions. Since November 1, 2021, Mr. Lippert has also served 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. | BOARD EXPERIENCE 23 YEARS Mr. Lippert has particular knowledge of the industries and customers served by the Company, as well as extensive experience with strategic planning, acquisitions, marketing, manufacturing, and the sale of our products. |
Our Director Nominees
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Our Director Nominees
| | Stephanie K. Mains Ms. Mains, 58, has been a member of our Board of Directors since 2021. Ms. Mains most recently was Chief Executive Officer of LSC Communications MCL, LLC (“LSC”), a portfolio company of Atlas Holdings, from April 2021 until May 2025. 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 sectors. Prior to LSC, she served as interim Chief Executive Officer of 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, | CAREER EXPERIENCE 37 YEARS and control electricity, through a transformation and divestiture to ABB. From 2013-2015, Ms. Mains was 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 within 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 in financial and leadership roles across multiple GE businesses, including serving as 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 | BOARD EXPERIENCE 7 YEARS 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, 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 |
Our Director Nominees
| | Linda K. Myers Ms. Myers, 62, has been a member of our Board of Directors since 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 Gibraltar Industries, a leading manufacturer | CAREER EXPERIENCE 36 YEARS and provider of products and services for the renewable energy, residential, agtech, and infrastructure markets. At Gibraltar, she chairs the Nominating, Governance & Corporate Social Responsibility Committee and serves on the Capital Structure & Asset Management Committee and Compensation & Human Capital Committee. In January 2024, Ms. Myers joined the board of Marex Group plc, where serves as Chair of its Renumeration Committee. In February 2026, she joined the board of Eurowag Solutions and serves on its Remuneration Committee, Nomination and Governance Committee, and Audit and Risk Committee. She also serves as an advisor to Chelsea Lighting, a | BOARD EXPERIENCE 23 YEARS nationwide leader of lighting and control technologies distribution, and to Kinzie Capital Partners. In addition, she holds board leadership roles at the National Association of Corporate Directors, National Philanthropic Trust, Chicago Shakespeare Theater, and Lyric Opera of Chicago. Ms. Myers brings extensive financial and legal expertise, as well as significant leadership experience to LCI Industries, our Board of Directors, and our stockholders. Committees: Corporate Governance, Nominating, and Sustainability (chair); Risk; Strategy, Acquisition, and Capital Deployment |
Our Director Nominees
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Our Director Nominees
| | Kieran M. O’Sullivan Mr. O’Sullivan, 64, 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, | CAREER EXPERIENCE 36 YEARS 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 | BOARD EXPERIENCE13 YEARS 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) |
Our Director Nominees
| | John A. Sirpilla Mr. Sirpilla, 59, 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 investments in retail, medical development, and health management, and he also serves as Chief Experience Officer of Wellspring Family Office. From 2003 to 2012, Mr. Sirpilla was President of Camping World Accessory Stores, a 140-store nationwide retail chain serving the RV industry. In 2012, | CAREER EXPERIENCE 38 YEARS 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. He is a current Board member of the Pro Football Hall of Fame, Aultman Health Foundation, TecTraum Inc., | BOARD EXPERIENCE 31 YEARS Wellspring Financial Services, and Society Brands. Mr. Sirpilla has over 32 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 |
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.
Our Director Nominees
| The Board of Directors recommends that you vote FOR election of each of the eight Director nominees. |
Our Director Nominees
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Director Compensation
Director Compensation The following table summarizes compensation paid to non-employee Directors during fiscal 2025:
Director Compensation
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation(3) | Total | | Tracy D. Graham | $250,000 | $150,076 | $7,497 | $407,573 | | Brendan J. Deely | $120,000 | $150,076 | $7,497 | $277,573 | | James F. Gero | $115,000 | $150,076 | $55,895 | $320,971 | | Virginia L. Henkels | $125,000 | $150,076 | $33,846 | $308,922 | | Stephanie K. Mains | $100,000 | $150,076 | $17,169 | $267,245 | | Linda K. Myers | $115,000 | $150,076 | $12,686 | $277,762 | | Kieran M. O’Sullivan | $115,000 | $150,076 | $7,497 | $272,573 | | David A. Reed(4) | $38,764 | $— | $6,501 | $45,265 | | John A. Sirpilla | $120,000 | $150,076 | $23,980 | $294,056 | | Total | $1,098,764 | $1,200,608 | $172,568 | $2,471,940 |
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 2025, except for Messrs. Gero and Reed, who elected to receive DSUs in lieu of their cash compensation for 2025. 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. |
Director Compensation
| (2) In May 2025, each non-employee Director who was elected at the 2025 Annual Meeting was granted 1,687 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 2025 was $88.96 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 2025 to our non-employee Directors. As of December 31, 2025, the non-employee Directors held the following number of RSUs: |
Director Compensation
| Name | RSUs Held at December 31, 2025 | | Tracy D. Graham | 1,745 | | Brendan J. Deely | 1,745 | | James F. Gero | 1,745 | | Virginia L. Henkels | 1,745 | | Stephanie K. Mains | 1,745 | | Linda K. Myers | 1,745 | | Kieran M. O’Sullivan | 1,745 | | John A. Sirpilla | 1,745 |
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. For Mr. Sirpilla, the amount also includes $16,483 attributed to the value of a watch presented to Mr. Sirpilla in recognition of years of service to the Company. |
Director Compensation
| (4) Mr. Reed’s service on the Board ended on May 15, 2025. |
Director Compensation
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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, and an annual stock-based award. Prior to determining compensation for non-employee Directors for fiscal 2025, the Corporate Governance, Nominating, and Sustainability Committee also consulted with the Compensation and Human Capital Committee and Willis Towers Watson, the Committee’s independent compensation consultant, regarding Director compensation mix and total compensation for Board and Committee service. For fiscal 2025, non-employee Directors received a combination of an annual cash retainer of $100,000, 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. 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 2025:
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 |
DISCUSSION OF DIRECTOR COMPENSATION
Annual retainer 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.
DISCUSSION OF DIRECTOR COMPENSATION
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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 |
OUR EXECUTIVE COMPENSATION PHILOSOPHY
| (1) Mr. Namenye resigned from the Company for good reason effective July 31, 2025, and the Company provided him with the severance compensation set forth in his employment agreement under the scenario of a resignation for good reason. |
SUMMARY OF OUR 2025 DECISIONS
| 2025 Compensation Changes and Key Decisions See pages 40 – 63 for more information | Base Salary Effective January 1, 2025, Ms. Etzkorn received a 9.6% increase to her base salary, bringing it closer to the median for her role. At the same time, Mr. Namenye received a 19% increase to reflect his expanded responsibilities after transitioning from Chief Legal Officer to Chief Legal and Human Resources Officer. No other named executive officers received a base salary increase in 2025. Annual Cash Incentive The 2025 target cash incentive amount (“Target Incentive”) for Ms. Etzkorn and Mr. Namenye was increased from the prior year to more closely align with the competitive market practice for their respective roles. In February 2025, the Compensation and Human Capital Committee approved the 2025 AIP, maintaining Adjusted EBIT and CFO as metrics, like in the prior years, to align with Company goals. Under the 2025 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 CFO target. In February 2026, the Committee met and determined the degree to which the Adjusted EBIT and CFO goals under the 2025 AIP were achieved. Adjusted EBIT in 2025 was above target at $284 million, resulting in a 104.84% of target payout multiple for all of the named executive officers. CFO was below the target of $354 million, resulting in a $0 payment related to the CFO goal. 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, 2025, 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 $1,245,000 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 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. 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. |
SUMMARY OF OUR 2025 DECISIONS
| Stockholder Feedback Summary and Key Actions | Following our 2025 Say-on-Pay vote and subsequent engagement efforts, we conducted a comprehensive stockholder outreach program to better understand investor perspectives. We contacted stockholders representing approximately 70% of our outstanding shares and engaged with investors representing 37.33% of our outstanding shares, including both stockholders who supported and those who did not support our executive compensation program. Through this outreach, investors emphasized the importance of strong pay-for-performance alignment, simplified and financially grounded incentive metrics, reduced use of overlapping or conditional measures, enhanced transparency in goal-setting and disclosure, and a continued focus on long-term value creation. | In response to the feedback received, the Compensation and Human Capital Committee implemented several enhancements to our executive compensation program for 2026 to strengthen alignment with performance, simplify program design, and enhance transparency: • Refined AIP metrics to better align with core financial performance, including the introduction of gross margin and revenue growth, while retaining Adjusted EBIT as the primary metric; • Eliminated CFO as both a performance metric and modifier to simplify the program and remove overlapping measures; • Established a clearer payout framework, including a 50% minimum threshold and a 200% maximum cap; | • Increased the rigor of long-term incentives by raising the free cash flow performance target for PSU awards; and • Maintained key structural elements, including the use of ROIC and free cash flow in long-term incentives and the existing RSU design, while enhancing overall pay-for-performance alignment. These actions directly reflect stockholder input emphasizing stronger linkage between pay and performance, streamlined and financially grounded metrics, and improved clarity and transparency in program design. |
SUMMARY OF OUR 2025 DECISIONS
| 2026 Compensation Program | In February and March 2026, after reviewing the extensive feedback received from investors, the Compensation and Human Capital Committee discussed, reviewed, and approved executive compensation matters for 2026. Base Salary After not receiving a base salary increase in 2025, Messrs. Lippert, Smith, and Schnur, received a 3.0% base salary increase effective January 1, 2026, to better align their base salaries with competitive market practices for their roles. Ms. Etzkorn also received a 3.0% base salary increase effective the same date. | Incentive Plans In response to stockholder input received during 2025 and early 2026, the Committee approved changes to the 2026 incentive plans. For 2026, the Annual Incentive Plan has three metrics: Adjusted EBIT weighted at 60%, gross margin weighted at 30%, and revenue growth weighted at 10%. Each metric has an explicit minimum threshold (50%) and explicit maximum cap (200%). The PSUs awarded to NEOs in March 2026 will be earned based on the achievement of ROIC and free | cash flow performance goals, like the 2025 PSUs, over a three-year period from January 1, 2026, through December 31, 2028. The free cash flow as a percentage of operating profit performance target for the 2026 PSUs was increased to 75%, compared to 70% in prior years. There were no changes made to the design of the awarded RSUs. |
ALIGNING PAY WITH PERFORMANCE
| | 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 |
COMPENSATION FACTORS AND GOVERNANCE
| WHAT WE DO • Deliver executive compensation primarily through performance-based at-risk pay • Maintain a peer group for benchmarking pay • Set challenging short- and long-term incentive objectives • Place a cap on the annual cash incentive payments that executives can receive • Provide strong oversight that ensures adherence to equity grant regulations • Maintain a clawback policy for incentive-based compensation • Require stock ownership by all of our NEOs, with minimum ownership levels defined by role • Have double-trigger change-in-control arrangements • Conduct an annual risk assessment to mitigate any compensation program-related risk having a material adverse effect on the Company • Offer market-competitive benefits for executives that are consistent with the benefits provided to the rest of our employees • Consult with an independent consultant on compensation levels and practices |
COMPENSATION FACTORS AND GOVERNANCE
| WHAT WE DON’T DO • No hedging or pledging of equity • No guarantees or minimums related to base salary increases, annual cash incentives, or equity grants • No gross-ups upon change in control • No excessive perquisites • No supplemental executive retirement plans |
STOCKHOLDER INPUT ON EXECUTIVE COMPENSATION
| • | Preference for streamlined, financially grounded metrics and avoidance of overlapping performance measures, |
STOCKHOLDER INPUT ON EXECUTIVE COMPENSATION
| • | Focus on structure and long-term value creation over absolute pay levels, |
STOCKHOLDER INPUT ON EXECUTIVE COMPENSATION
| • | Expectation of clear, robust disclosure regarding performance goals, benchmarking, and market context, and |
STOCKHOLDER INPUT ON EXECUTIVE COMPENSATION
| 1. | Enhanced annual incentive plan design to better align with core financial performance |
STOCKHOLDER INPUT ON EXECUTIVE COMPENSATION
| • | Introduced gross margin (30% weighting) and revenue growth (10% weighting) as new performance metrics |
STOCKHOLDER INPUT ON EXECUTIVE COMPENSATION
| • | Eliminated the additional payout opportunity previously tied to exceeding CFO targets |
STOCKHOLDER INPUT ON EXECUTIVE COMPENSATION
| 3. | Strengthened rigor and transparency of payout framework |
STOCKHOLDER INPUT ON EXECUTIVE COMPENSATION
| • | Implemented a defined maximum payout cap of 200% |
STOCKHOLDER INPUT ON EXECUTIVE COMPENSATION
| 4. | Increased performance expectations for long-term incentives |
STOCKHOLDER INPUT ON EXECUTIVE COMPENSATION
| • | Raised the free cash flow target in PSU awards from 70% to 75% |
STOCKHOLDER INPUT ON EXECUTIVE COMPENSATION
| • | Continued use of ROIC and free cash flow as long-term performance metrics |
STOCKHOLDER INPUT ON EXECUTIVE COMPENSATION
| • | No changes to RSU structure or overall equity mix |
ROLE OF THE COMPENSATION AND HUMAN CAPITAL COMMITTEE
| 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; and • 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. |
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT Though the Compensation and Human Capital Committee has ultimate responsibility for compensation- related decisions, it retains Willis Towers Watson as a consultant on executive compensation matters. Willis Towers Watson provides market analyses and input that inform the Committee’s decisions, provides updates on market trends and the regulatory environment as it relates to executive compensation, reviews various executive compensation proposals presented by Management to the Compensation and Human Capital Committee, and works with the Compensation and Human Capital Committee to validate and strengthen the pay-for-performance relationship and alignment with stockholders. Pursuant to the rules of the SEC, the Committee has reviewed the SEC’s independence factors for compensation advisers and concluded that no conflict of interest exists that would prevent Willis Towers Watson from independently representing the Committee.
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
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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 2025, this peer group consisted of companies determined to be:
ROLE OF THE EXECUTIVE COMPENSATION PEER GROUP
| • | Similar in size (revenue and market capitalization), complexity, and global reach to LCI Industries; |
ROLE OF THE EXECUTIVE COMPENSATION PEER GROUP
| • | In the auto parts and equipment industry or a similar industry; and |
ROLE OF THE EXECUTIVE COMPENSATION PEER GROUP
| • | In competition with LCI Industries for executive talent. |
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. |
CHALLENGES WE FACE IN THE RV INDUSTRY
CHALLENGES WE FACE 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. Although our goal is to align closely with our peer group, aiming for the 50th percentile, local market conditions create compelling opportunities for higher compensation without requiring relocation. This presents real challenges for the Company in attracting and retaining top talent. To address this, we evaluate market data alongside our decades of industry experience and knowledge of the local RV industry pay practices and models. This approach helps to ensure the Company can appropriately incentivize and engage our senior leadership team and broader workforce, who are critical 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 below in making 2025 executive compensation decisions.
CHALLENGES WE FACE IN THE RV INDUSTRY
| 2025 EXECUTIVE COMPENSATION PEER GROUP | | | | A. O. SMITH AMERICAN AXLE & MANUFACTURING (NOW DAUCH CORPORATION) BRUNSWICK CARLISLE COMPANIES DANA | DONALDSON GRACO HUBBELL ITT INC. LINCOLN ELECTRIC HOLDINGS MODINE MANUFACTURING | PATRICK INDUSTRIES TEREX THOR INDUSTRIES VISTEON WATTS WATER TECHNOLOGIES WINNEBAGO INDUSTRIES |
ANALYSIS OF 2025 COMPENSATION DECISIONS
Annual Cash Incentive Under our 2025 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 2025, the Compensation and Human Capital Committee approved the annual performance metrics, goals, and payout structure for the 2025 AIP. For 2025, the AIP has two components: (1) Adjusted EBIT, and (2) CFO. For purposes of the 2025 AIP, Adjusted EBIT means the Company’s 2025 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. For purposes of the 2025 AIP, CFO means cash flow from operations as presented on the Consolidated Statement of Cash Flows. Adjusted EBIT remained the primary metric for the 2025 AIP, consistent with prior years. 90% or more of target Adjusted EBIT must be achieved for named executive officers to become eligible for an additional payout tied to CFO. The 2025 Adjusted EBIT target goal was set at $271 million, an 11.1% increase from the prior year. The 2025 CFO target goal was set at $354 million. Each named executive officer has the opportunity to earn his or her Target Incentive based upon the Company’s achievement of the goals.
ANALYSIS OF 2025 COMPENSATION DECISIONS
| (1) The maximum incentive payout reflects the cap established by the 2018 Omnibus Incentive Plan. |
ANALYSIS OF 2025 COMPENSATION DECISIONS
| AIP Payout % | Adj. EBIT ($mm) | Level | | — | $— | Threshold | | 50% | $136 | | | 100% | $271 | Target | | 105% | $284 | Actual | | 200% | $542 | | | 402%(1) | $1,090 | Maximum |
ANALYSIS OF 2025 COMPENSATION DECISIONS
| (1) The maximum payout at 402% of target shown in the table reflects the maximum incentive payout for Mr. Lippert. |
ANALYSIS OF 2025 COMPENSATION DECISIONS
| Name | 2025 Target Incentive | Cash Payout Under EBIT Component | Cash Payout Under CFO Component | Total 2025 AIP Payout | Actual as a % of Target | | Mr. Jason D. Lippert | $2,237,625 | $2,345,838 | $— | $2,345,838 | 104.84% | | Ms. Lillian D. Etzkorn | $625,000 | $655,225 | $— | $655,225 | 104.84% | | Mr. Ryan R. Smith | $2,141,750 | $2,245,326 | $— | $2,245,326 | 104.84% | | Mr. Jamie M. Schnur | $1,362,000 | $1,427,867 | $— | $1,427,867 | 104.84% | | Mr. Andrew J. Namenye(1) | $662,000 | $— | $— | $662,000 | 100% |
ANALYSIS OF 2025 COMPENSATION DECISIONS
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. The Committee’s practice is to approve the value and type of annual equity awards to the named executive officers in the first quarter of each fiscal year, with the effective grant date typically being in early March. The value of each equity award approved by the Committee is converted into a number of units based on the 15-day average trading price through the date of grant. The Compensation and Human Capital Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. None of our named executive officers holds any stock options. Annual Equity Long-Term Incentive Grants As noted above, 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:
ANALYSIS OF 2025 COMPENSATION DECISIONS
| • | Performance over the long term; |
ANALYSIS OF 2025 COMPENSATION DECISIONS
| • | Long-term potential; |
ANALYSIS OF 2025 COMPENSATION DECISIONS
In February 2025, the Compensation and Human Capital Committee approved the amounts, terms, and conditions for the equity grants to be awarded in March 2025 of PSUs and RSUs for the Company’s senior officers, including the named executive officers, pursuant to the 2018 Plan. 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 2025, the Equity Value for the named executive officers was allocated based on a mix of approximately 60% PSUs and 40% RSUs. The PSUs awarded to the named executive officers in 2025 provide that the number of units that can be earned is based on whether and to what extent ROIC and Free Cash Flow (“FCF”) performance goals for a three-year period from January 1, 2025, through December 31, 2027, are satisfied. These metrics and their performance targets are consistent with prior year plan targets. 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.
ANALYSIS OF 2025 COMPENSATION DECISIONS
| | 2025 Annual Performance Stock Units (PSUs) | 2025 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 (2025-2027) with number of PSUs earned based on achievement of performance goals; any earned PSUs will vest on March 1, 2028 | Annually over three years |
ANALYSIS OF 2025 COMPENSATION DECISIONS
Performance Stock Units: 2025 PSUs The PSUs awarded to the named executive officers in 2025 consisted of PSUs based on the Company’s ROIC (as hereinafter defined) for the three-year period of 2025-2027 and the three-year average FCF as a percentage of Operating Profit for the three-year period of 2025-2027 (the “2025 PSUs”). The ROIC metric and the FCF metric are weighted equally at 50% each. The ROIC performance goal for the three-year period was set at 18.5% (“ROIC Target”). The FCF performance goal was set at 70% (“FCF Target”). The 2025 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 and FCF Targets (“Target PSUs”) based on whether and to what extent the performance goals are met as shown in the appropriate table below.
ANALYSIS OF 2025 COMPENSATION DECISIONS
| 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 |
ANALYSIS OF 2025 COMPENSATION DECISIONS
If performance is between inflection points, linear interpolation will be used to determine the number of earned 2025 PSUs. However, no PSUs will be earned under either metric if performance is below the applicable threshold set forth in the tables above. 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. The term “FCF” or “Free Cash Flow,” means cash flow from operations less capital expenditures for the fiscal year. “Operating Profit” is the Company’s fiscal year consolidated operating profit, as detailed in the Company’s financial statements filed with the SEC. The FCF metric under the 2025 PSUs is measured as the average FCF as a percentage of Operating Profit calculated by determining the FCF as a percentage of Operating Profit for fiscal years 2025, 2026, and 2027, and then averaging the results. Restricted Stock Units The annual RSUs granted in 2025 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 2025 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, the resulting dilution, the element of motivation that equity awards provide, and other factors.
ANALYSIS OF 2025 COMPENSATION DECISIONS
2025 Equity Long-Term Incentive Grant The 2025 target value of equity grants for most named executive officers was consistent with the prior year. Mr. Namenye and Ms. Etzkorn’s target values increased slightly 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 $106.38 are as follows:
ANALYSIS OF 2025 COMPENSATION DECISIONS
| Name | PSUs Target Number | PSUs Target Value | RSUs Number | RSUs Value | Target Value of Equity Grants | | Mr. Jason D. Lippert | 35,956 | $3,824,925 | 23,971 | $2,549,950 | $6,374,875 | | Ms. Lillian D. Etzkorn | 7,051 | $750,000 | 4,654 | $495,000 | $1,245,000 | | Mr. Ryan R. Smith | 17,478 | $1,859,250 | 11,652 | $1,239,500 | $3,098,750 | | Mr. Jamie M. Schnur | 11,941 | $1,270,200 | 7,961 | $846,800 | $2,117,000 | | Mr. Andrew J. Namenye(1) | 7,262 | $772,500 | 4,841 | $515,000 | $1,287,500 |
ANALYSIS OF 2025 COMPENSATION DECISIONS
| (1) Of the annual awards of RSUs and PSUs granted to Mr. Namenye, a portion of each was granted on March 1, 2025, at the same time as the other NEOs, and a portion of each was granted on April 16, 2025, in connection with his expanded role in which he assumed the position of Chief Human Resources Officer, in addition to his other positions. |
ANALYSIS OF 2025 COMPENSATION DECISIONS
Performance Results for 2023 ROIC PSUs The ROIC PSUs granted in 2023 (“2023 ROIC PSUs”) provided that the number of PSUs that could be earned was based on whether and to what extent ROIC performance goals for the three-year period from January 1, 2023, through December 31, 2025, were satisfied. In early 2026, the Compensation and Human Capital Committee determined that ROIC performance did not meet the minimum threshold, resulting in performance at 0% of target, and the forfeiture of the 2023 ROIC PSUs.
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 54. 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 54.
MR. NAMENYE’S SEPARATION AGREEMENT
MR. NAMENYE’S SEPARATION AGREEMENT On June 6, 2025, Mr. Namenye and the Company entered into a Separation Agreement and General Release (the “Separation Agreement”) related to his resignation for Good Reason. Mr. Namenye remained with the company through July 31, 2025, to help with the transition of his responsibilities. Per the terms of the Separation Agreement, Mr. Namenye received: (i) an amount equivalent to two times his annual base salary, in the gross amount of $1.25 million, payable over a 24-month period, (ii) an amount equivalent to two times his average bonus or incentive compensation paid during the prior three years, in the gross amount of $887,418, payable over a 24-month period, (iii) an amount payable related to the 2025 AIP, in an amount equal to his target payout of $662,500, paid on January 9, 2026, (iv) accelerated vesting on the Separation Date of all unvested RSUs held by Mr. Namenye, and (v) a lump sum amount equivalent to 12 months of COBRA premiums, in the gross amount of $15,000, payable within 30 days following the Separation Date.
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, 2025, all of the NEOs were in compliance with the guidelines or within the applicable three-year period.
OTHER KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM
Clawback Policy The Company’s Compensation Recovery 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.
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 | 2025 | $1,195,000 | $6,221,621 | $2,345,838 | $331,402 | $10,093,861 | | | 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 | | Lillian D. Etzkorn(4) Executive Vice President and Chief Financial Officer | 2025 | $630,000 | $1,215,212 | $655,225 | $94,405 | $2,594,842 | | | 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 | 2025 | $957,000 | $3,024,277 | $2,245,326 | $184,157 | $6,410,760 | | | 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 | | Jamie M. Schnur Group President - Aftermarket | 2025 | $755,000 | $2,066,225 | $1,427,867 | $139,412 | $4,388,504 | | | 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 | | Andrew J. Namenye(5) Former Executive Vice President, Chief Legal and HR Officer, and Corporate Secretary | 2025 | $380,288 | $1,213,308 | $— | $3,759,890 | $5,353,486 | | | 2024 | $525,000 | $1,179,245 | $537,375 | $80,753 | $2,322,373 | | | 2023 | $500,000 | $1,191,910 | $— | $82,165 | $1,774,075 |
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 2025, as well as potential payouts under the 2025 AIP:
GRANTS OF PLAN-BASED AWARDS IN 2025
GRANTS OF PLAN-BASED AWARDS IN 2025
GRANTS OF PLAN-BASED AWARDS IN 2025
| | | | 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) | | | 03/01/25 | 02/19/25 | | | | — | — | — | 23,971(2) | $2,488,669 | | Jason D. | 03/01/25 | 02/19/25 | | | | —(3) | 35,956(3) | 71,912(3) | — | $3,732,952 | | Lippert | | 02/19/25 | $ — | $2,237,625 | $9,000,000 | | | | | | | | 03/01/25 | 02/19/25 | | | | — | — | — | 4,654(2) | $483,178 | | Lillian D. | 03/01/25 | 02/19/25 | | | | —(3) | 7,051(3) | 14,102(3) | — | $732,034 | | Etzkorn | | 02/19/25 | $ — | $625,000 | $9,000,000 | | | | | | | | 03/01/25 | 02/19/25 | | | | — | — | — | 11,652(2) | $1,209,711 | | Ryan R. | 03/01/25 | 02/19/25 | | | | —(3) | 17,478(3) | 34,956(3) | — | $1,814,566 | | Smith | | 02/19/25 | $ — | $2,141,750 | $9,000,000 | | | | | | | | 03/01/25 | 02/19/25 | | | | — | — | — | 7,961(2) | $826,511 | | Jamie M. | 03/01/25 | 02/19/25 | | | | —(3) | 11,941(3) | 23,882(3) | — | $1,239,714 | | Schnur | | 02/19/25 | $ — | $1,362,000 | $9,000,000 | | | | | | | | 03/01/25 | 02/19/25 | | | | — | — | — | 4,230(2) | $439,159 | | | 04/16/25 | 04/15/25 | | | | — | — | — | 611(6) | $46,149 | | Andrew J. | 03/01/25 | 02/19/25 | | | | —(3) | 6,345(3) | 12,690(3) | — | $658,738 | | Namenye(5) | 04/16/25 | 04/15/25 | | | | —(3)(6) | 917(3)(6) | 1,834(3)(6) | — | $69,262 | | | | 02/19/25 | $ — | $662,500 | $9,000,000 | | | | | |
GRANTS OF PLAN-BASED AWARDS IN 2025
| (1) Amounts shown in this column represent the potential cash payout amounts under the 2025 AIP for all of the NEOs. The actual payout amounts related to 2025 performance are disclosed in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. |
GRANTS OF PLAN-BASED AWARDS IN 2025
| (2) Represents the annual grant of RSUs, which vest ratably each year on the first through the third anniversaries of the respective grant date. |
GRANTS OF PLAN-BASED AWARDS IN 2025
| (3) Represents 2025 PSUs that would be earned depending on the level of achievement of ROIC and FCF performance goals over the three-year measurement period of 2025-2027. 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 2025 PSUs will vest on March 1, 2028. |
GRANTS OF PLAN-BASED AWARDS IN 2025
| (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, 2025. Amounts related to PSUs represent the value at the grant date based upon the probable outcome of the performance conditions. |
GRANTS OF PLAN-BASED AWARDS IN 2025
| (5) In connection with his termination of employment, Mr. Namenye received an agreed-upon payout of his 2025 AIP, in the target level amount of $662,500, on January 9, 2026; he forfeited a portion of the 2025 PSU awards shown in the table (as well as a portion of all other outstanding PSUs held by him) based on the proportion of time from the Separation Date through the vesting date of each respective PSU award; and the vesting of the RSUs shown in the table accelerated on the Separation Date. |
GRANTS OF PLAN-BASED AWARDS IN 2025
| (6) Represents supplemental awards of PSUs and RSUs to Mr. Namenye, granted in connection with his expanded role in which he assumed the position of Chief Human Resources Officer, in addition to his other positions. Grants of Plan-Based Awards. |
GRANTS OF PLAN-BASED AWARDS IN 2025
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GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS In February 2025, the Compensation and Human Capital Committee approved the 2025 AIP, under which participants could earn incentive compensation based on the level of achievement of certain financial performance measurements in 2025, which for 2025 was based on goals for Adjusted EBIT and cash flow from operations. In February 2025, the Compensation and Human Capital Committee approved the grant of the 2025 PSUs and the annual RSUs under the 2018 Plan to the named executive officers, and the Committee approved a supplemental grant of 2025 PSUs and RSUs under the 2018 Plan to Mr. Namenye in April 2025. For additional information regarding the 2025 AIP and these equity awards, see “Compensation Discussion and Analysis – Analysis of 2025 Compensation Decisions.”
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, 2025:
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 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) | | | 03/01/23 | 7,548(2) | $915,884 | — | $— | | | 03/01/24 | 15,320(2) | $1,858,903 | — | $— | | Jason D. Lippert | 03/01/25 | 25,118(3) | $3,047,794 | — | $— | | | 03/01/23 | — | $— | —(4) | $— | | | 03/01/24 | — | $— | 68,936(5) | $8,364,748 | | | 03/01/25 | — | $— | 75,352(6) | $9,143,253 | | | 04/17/23 | 1,121(2) | $135,965 | — | $— | | | 03/01/24 | 2,704(2) | $328,135 | — | $— | | Lillian D. Etzkorn | 03/01/25 | 4,877(3) | $591,734 | — | $— | | | 04/17/23 | — | $— | —(4) | $— | | | 03/01/24 | — | $— | 12,166(5) | $1,476,196 | | | 03/01/25 | — | $— | 14,777(6) | $1,793,000 | | | 03/01/23 | 3,931(2) | $476,968 | — | $— | | | 03/01/24 | 7,448(2) | $903,716 | — | $— | | | 03/01/25 | 12,209(3) | $1,481,494 | — | $— | | Ryan R. Smith | 03/01/23 | — | $— | —(4) | $— | | | 03/01/24 | — | $— | 33,510(5) | $4,066,141 | | | 03/01/25 | — | $— | 36,628(6) | $4,444,482 | | | 03/01/23 | 2,386(2) | $289,492 | — | $— | | | 03/01/24 | 5,088(2) | $617,343 | — | $— | | Jamie M. Schnur | 03/01/25 | 8,342(3) | $1,012,202 | — | $— | | | 03/01/23 | — | $— | —(4) | $— | | | 03/01/24 | — | $— | 22,892(5) | $2,777,770 | | | 03/01/25 | — | $— | 25,025(6) | $3,036,478 | | | 03/01/23 | — | $— | —(4) | $— | | | 03/01/24 | — | $— | 5,744(5) | $696,977 | | Andrew J. Namenye | 03/01/25 | — | $— | 1,844(6) | $223,751 | | | 04/16/25 | — | $— | 188(6) | $22,812 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (1) Market value determined based on the closing market price of our Common Stock on December 31, 2025, of $121.34 per share, multiplied by the number of underlying shares not yet vested. |
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 grant date. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (3) 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 2025 Compensation Decisions.” |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (4) 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 would have vested on March 1, 2026. These awards were forfeited in early 2026 upon determination that the performance criteria were not met and are reflected above at the threshold level of 0%. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (5) Represents PSU awards at the maximum level of performance, including dividends thereon, where applicable, that are earned based on achievement of ROIC and free cash flow over the three-year measurement period of 2024-2026 and vest on March 1, 2027. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (6) Represents PSU awards at the maximum level of performance, including dividends thereon, where applicable, that are earned based on achievement of ROIC and free cash flow over the three-year measurement period of 2025-2027 and vest on March 1, 2028. See “Executive Compensation – Compensation Discussion and Analysis – Analysis of 2025 Compensation Decisions.” |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
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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 2025. None of our NEOs hold any stock options, and therefore no stock options were exercised in 2025.
OPTION EXERCISES AND STOCK VESTED IN 2025
OPTION EXERCISES AND STOCK VESTED IN 2025
OPTION EXERCISES AND STOCK VESTED IN 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting(2) | | Jason D. Lippert | 21,159 | $2,196,714 | | Lillian D. Etzkorn | 2,371 | $217,586 | | Ryan R. Smith | 10,927 | $1,134,430 | | Jamie M. Schnur | 6,576 | $682,740 | | Andrew J. Namenye | 13,102 | $1,280,399 |
OPTION EXERCISES AND STOCK VESTED IN 2025
| (1) Includes time-based RSUs which vested in 2025, including dividends thereon. In addition, for Mr. Namenye, the amount shown includes accelerated vesting of all RSUs, including dividends thereon aggregating 9,049 shares with a value realized on vesting of $859,655, which he received in connection with his termination of employment on July 31, 2025. |
OPTION EXERCISES AND STOCK VESTED IN 2025
| (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. |
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.
Non-Qualified Deferred Compensation
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Non-Qualified Deferred Compensation
The following table summarizes activity in the Deferral Plan for the NEOs in 2025:
NON-QUALIFIED DEFERRED COMPENSATION IN 2025
NON-QUALIFIED DEFERRED COMPENSATION IN 2025
NON-QUALIFIED DEFERRED COMPENSATION IN 2025
| Name | Executive Contributions in 2025(1) | Aggregate Loss in 2025(2) | Aggregate Withdrawals/ Distributions in 2025 | Aggregate Balance at December 31, 2025(3) | | Jason D. Lippert | $— | $2,927,548 | $— | $21,971,177(4) | | Lillian D. Etzkorn | $— | $— | $— | $— | | Ryan R. Smith | $372,370 | $247,556 | $— | $1,893,043(5) | | Jamie M. Schnur | $— | $603,639 | $— | $5,428,519(6) | | Andrew J. Namenye | $— | $— | $— | $— |
NON-QUALIFIED DEFERRED COMPENSATION IN 2025
| (1) The executive contributions in 2025, if any, were withheld from each NEO’s Non-Equity Incentive Plan Compensation in the Summary Compensation Table. |
NON-QUALIFIED DEFERRED COMPENSATION IN 2025
| (2) Amounts represent earnings on the executives’ contributions and have not been included in the Summary Compensation Table. |
NON-QUALIFIED DEFERRED COMPENSATION IN 2025
| (3) Amounts reported in this column previously were reported as compensation to the NEO in the Summary Compensation Table for the previous years. |
NON-QUALIFIED DEFERRED COMPENSATION IN 2025
| (4) Includes cumulative contributions by the participant of $10,392,419, as well as cumulative earnings of $11,578,758. |
NON-QUALIFIED DEFERRED COMPENSATION IN 2025
| (5) Includes cumulative contributions by the participant of $1,422,370, as well as cumulative earnings of $470,673. |
NON-QUALIFIED DEFERRED COMPENSATION IN 2025
| (6) Includes cumulative contributions by the participant of $2,919,950, as well as cumulative earnings of $2,791,903, and cumulative withdrawals of $283,334. |
Potential Payments on Termination or Change-In-Control
Potential Payments on Termination or Change-In-Control
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. Namenye, 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, 2025. As discussed above, Mr. Namenye’s employment with us terminated on July 31, 2025. Pursuant to the Separation Agreement, Mr. Namenye has received and is receiving: (i) an amount equivalent to two times Mr. Namenye’s annual base salary, in the gross amount of $1.25 million, payable over the 24-month period following the Separation Date; (ii) an amount equivalent to two times Mr. Namenye’s average bonus or incentive compensation paid during the prior three years, in the gross amount of $887,418, payable over the 24-month period following the Separation Date; (iii) his target amount pursuant the Company’s 2025 AIP, which was $662,500 and was paid on January 9, 2026; (iv) accelerated vesting on the Separation Date of all unvested restricted stock units held by Mr. Namenye, which had an aggregate value on the vesting date of $859,655; and (v) a lump sum amount equivalent to 12 months of COBRA premiums, in the gross amount of $15,000, which was paid on August 15, 2025.
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 | $2,390,000 | $1,195,000 | $1,195,000 | $— | | Annual bonus | $2,390,000 | $— | $— | $— | | Current AIP | $2,345,838 | $2,345,838 | $2,345,838 | $— | | Other benefits | $81,398 | $21,304 | $— | $— | | Acceleration of unvested equity | $10,134,706 | $9,838,288 | $9,838,288 | $9,838,288 | | Total Benefits(1) | $17,341,942 | $13,400,430 | $13,379,126 | $9,838,288 | | Lillian D. Etzkorn | | | | | | Base salary | $1,260,000 | $630,000 | $630,000 | $— | | Annual bonus | $765,212 | $— | $— | $— | | Current AIP | $655,225 | $655,225 | $655,225 | $— | | Other benefits | $75,260 | $21,304 | $— | $— | | Acceleration of unvested equity | $1,846,732 | $1,793,055 | $1,793,055 | $1,793,055 | | Total Benefits | $4,602,429 | $3,099,584 | $3,078,280 | $1,793,055 | | Ryan R. Smith | | | | | | Base salary | $2,871,000 | $957,000 | $957,000 | $— | | Annual bonus | $2,871,000 | $— | $— | $— | | Current AIP | $2,245,326 | $2,245,326 | $2,245,326 | $— | | Other benefits | $78,835 | $21,304 | $— | $— | | Acceleration of unvested equity | $4,958,305 | $4,814,215 | $4,814,215 | $4,814,215 | | Total Benefits(1) | $13,024,466 | $8,037,845 | $8,016,541 | $4,814,215 | | Jamie M. Schnur | | | | | | Base salary | $1,510,000 | $755,000 | $755,000 | $— | | Annual bonus | $1,510,000 | $— | $— | $— | | Current AIP | $1,427,867 | $1,427,867 | $1,427,867 | $— | | Other benefits | $79,241 | $21,304 | $— | $— | | Acceleration of unvested equity | $3,351,040 | $3,252,604 | $3,252,604 | $3,252,604 | | Total Benefits(1) | $7,878,148 | $5,456,775 | $5,435,471 | $3,252,604 |
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. |
POTENTIAL PAYMENTS ON TERMINATION OR CHANGE-IN-CONTROL TABLE
| (2) For the PSUs granted in 2024 and 2025, 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. |
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. |
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. |
POTENTIAL PAYMENTS ON TERMINATION OR CHANGE-IN-CONTROL TABLE
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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 2025, our last completed fiscal year:
CEO Pay Ratio
| • | the annual total compensation of our median team member was $59,448; and |
CEO Pay Ratio
| • | the annual total compensation of our CEO, as reported in the Summary Compensation Table included on page 48 of this Proxy Statement, was $10,093,861. |
CEO Pay Ratio
Based on this information for fiscal year 2025, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median team member was 170:1. 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, 2025, our employee population consisted of approximately 10,700 U.S. team members and 1,600 non-U.S. team members. We elected to exclude all of our team members located in Tunisia (approximately 150 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 12,150 employees (excluding our CEO). We identified our median employee based on the total payroll earnings actually paid during fiscal year 2025 to the above-mentioned 12,150 members of our workforce (including full-time and part-time), other than our CEO, who were employed on December 31, 2025. 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 health care 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.
CEO Pay Ratio
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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 2025, 2024, 2023, 2022, and 2021, 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.
Pay Versus Performance Tables (“PVP”)
Pay Versus Performance Tables (“PVP”)
Pay Versus Performance Tables (“PVP”)
| | SCT Total | CAP to | Average SCT Total for Non-PEO | Average CAP to | Value of Initial Fixed $100 Investment Based On: | | Net Income | Adjusted EBIT | | Year | for PEO(1) | PEO(5) | NEOs(1) | Non-PEO NEOs(5) | TSR | Peer Group TSR(2) | ($mm) | ($mm)(3) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $10,093,861 | $13,179,839 | $4,686,898 | $5,249,310 | $112 | $85 | $188 | $284 | | 2024 | $10,159,098 | $8,929,824 | $3,810,768(4) | $3,401,735(4) | $91 | $70 | $143 | $218 | | 2023 | $8,642,843 | $6,518,542 | $2,281,477 | $1,577,949 | $107 | $88 | $64 | $123 | | 2022 | $10,533,675 | $(2,915,608) | $3,770,625 | $1,515,940 | $76 | $83 | $395 | $553 | | 2021 | $10,993,750 | $24,642,255 | $3,792,843 | $5,626,233 | $123 | $122 | $288 | $398 |
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE The following charts show, for each of 2021, 2022, 2023, 2024, and 2025, 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.
Compensation Actually Paid versus Total Shareholder Return
Compensation Actually Paid versus Total Shareholder Return
Compensation Actually Paid versus Net Income
Compensation Actually Paid versus Net Income
Compensation Actually Paid versus Net Income
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Compensation Actually Paid versus Adjusted EBIT
Compensation Actually Paid versus Adjusted EBIT TSR was not used as a performance measure in our 2025 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 principal performance measure under our annual cash incentive program in 2025. 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.