SUPPORTING OUR PAY-FOR- PERFORMANCE PHILOSOPHY
In support of our pay-for-performance philosophy and achievement of strong Company performance, the majority of the total direct compensation opportunity that our President and CEO and other named executive officers receive is “at-risk” and dependent upon future performance.
Consistent with the Company’s overall executive compensation philosophy, named executive officers are rewarded for their strong leadership and Company performance and provided equity incentives to ensure alignment of their interests with those of our stockholders. For Mr. Lippert, 88% of his total direct compensation opportunity (base salary, target annual cash incentive, and target equity grants) is at-risk, as shown below. On average, the total direct compensation opportunity at risk for our other named executive officers is 79%.
| The majority of the total direct compensation opportunity for our named executive officers — 88% forthat our President and CEO and onother named executive officers receive is “at-risk” and dependent upon future performance.Consistent with the Company’s overall executive compensation philosophy, named executive officers are rewarded for their strong leadership and Company performance and provided equity incentives to ensure alignment of their interests with those of our stockholders. For Mr. Lippert, 88% of his total direct compensation opportunity (base salary, target annual cash incentive, and target equity grants) is at-risk, as shown below. On average, 79%the total direct compensation opportunity at risk for our other named executive officers —(other than Mr. Hall) is “at-risk” based on the achievement of specific performance goals.80%. |  |
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NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT| LCI INDUSTRIES35
ALIGNING PAY WITH PERFORMANCE We emphasize variable pay rather than fixed pay, with target opportunities based on market practices and payments based on performance. The structure of our executive compensation program ensures that as an executive’s scope of responsibility increases, a greater portion of his or her compensation comes from performance-based pay. For 2021,2023, the performance-based components of our executive compensation program were designed as follows: | | Short-Term Incentive | Long-Term Incentive | | | Annual Cash Incentive | Performance-Based Equity | Time-Based Equity | Objective | Reward achievement of short-termshort- term (annual) Company financial performance goals | Reward long-term financial results and drive stockholder value creation | Reinforce ownership in the Company
Provide direct alignment with stockholders | | Form | Cash | Performance Stock Units (PSUs) | Restricted Stock Units (RSUs) | | Time Horizon | 1 year | 3 years | 3 years | | Metrics | Adjusted EBIT | ROIC | Continued employment |
COMPENSATION FACTORS AND GOVERNANCE The Compensation and Human Capital Committee applies a number of compensation governance features related to executive compensation, which are summarized below. We believe that these mechanisms help to align executive and stockholder interests.
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 annual cash incentive and equity compensation, as well as an anti-hedging/pledging policy
● 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
|
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
|
36 NOTICE OF 20232024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES Stockholder Input on Executive CompensationSTOCKHOLDER INPUT ON EXECUTIVE COMPENSATION
We value the opinions of our stockholders and are committed to regular engagement that enables LCI Industries to better understand investor perspectives on our Company and our executive compensation program. In evaluating the design of our executive compensation and the compensation decisions for each of our named executive officers, the Compensation and Human Capital Committee considers stockholder feedback, including the advisory “say-on-pay” vote at our annual meeting. In 2022, 97%2023, 96% of the votes cast approved the compensation of our named executive officers. In March and April of 2022, we reached out to and solicited feedback from the holders of 79% of institutionally held shares. Mr. Hall and Frank Crespo, Compensation Committee Chair, both participated in these meetings. Through these engagements, we collected meaningful feedback on various topics, including our executive compensation and incentives, performance measurement, operations, and sustainability plans. Our management team also had ongoing interactionregular interactions with investors throughout 20222023 to discuss our business, operating environment, financial results, and sustainability efforts at a series of conferences and roadshows, inmeetings. In addition to Company-hostedcompany-hosted events and quarterly conference calls. During the year,calls, LCI Industries held more than 3940 investor calls, attended threefour investor conferences, and participated in four non-deal roadshowinvestor meetings. Furthermore, our management team was present at three investor group events and hosted an Investor Briefing event for stockholders and analysts.during the RV Open House week in September.
To strengthen our pay-for-performance culture, the Compensation and Human Capital Committee considers the feedback obtained from our investor outreach when making decisions relating to compensation for our named executive officers. We remain committed to ongoing, proactive stockholder outreach throughout 20232024 and into the future. The Board strongly believes in engagement, communication, and transparency with the Company’s stockholders. 
Role of the Compensation Committee
ROLE OF THE COMPENSATION AND HUMAN CAPITAL COMMITTEE
The Compensation and Human Capital Committee administers the executive compensation program for all named executive officers as well as other executives within the Company. While Company Management provides input, it is the responsibility of the Compensation and Human Capital Committee to evaluate and approve our executive compensation philosophy, plans, policies, programs, and decisions. The following table provides the steps the Compensation and Human Capital Committee follows to ensure the total compensation for our named executive officers is competitive, appropriately tied to performance, and does not promote undue risk taking. STEP 1:
Input on Compensation | STEP 2:
Compensation and Human Capital Committee Decisions | STEP 3:
Performance Goals | | | | At the beginning of each year, Management, including the President and CEO, provides recommendations to the Compensation and Human Capital Committee on the compensation of the other named executive officers. These recommendations take into consideration the competitive market pay data provided by the Compensation and Human Capital Committee’s independent consultant and applicable to the RV industry in Elkhart County, Indiana, as well as an evaluation of the named executive officer’s role, contributions, and performance in achieving Company performance, and long-term potential. (See more below on the Compensation and Human Capital Committee’s independent compensation consultant.) | The Compensation and Human Capital Committee considers these recommendations together with the input of its independent compensation consultant, and subsequently, the Compensation and Human Capital Committee determines the named executive officers’ compensation, ensuring that it is aligned with our compensation philosophy. All aspects of the CEO’s compensation are determined solely by the Compensation and Human Capital Committee, with input from its independent compensation consultant. For the coming year, the Compensation and Human Capital Committee reviews and approves each NEO’s: ● Base salary ● Variable pay target opportunities for annual cash incentive compensation and long-term equity incentives ● Performance metrics for the annual cash incentive and equity grants | The Compensation and Human Capital Committee ensures that performance metrics are consistent with the financial, operational, and strategic goals set by the Board, that the performance goals are sufficiently ambitious, and that amounts paid (when specified performance levels are achieved) are consistent with our executive compensation philosophy. |
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT Though the Compensation and Human Capital Committee has ultimate responsibility for compensation-relatedcompensationrelated 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.
38 NOTICE OF 20232024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES
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 2022,2023, this peer group consisted of companies determined to be:
| ● | Similar in size (revenue and market capitalization), complexity, and global reach to LCI Industries; |
| ● | In the auto parts and equipment industry or a similar industry; and |
| ● | In competition with LCI Industries for executive talent. |
We design our
total compensation
packages to provide pay for performance,
performance, tracking when our
results exceed or fall
short of our financial
financial and operational goals.
|
Challenges We Face in
Defining our executive compensation peer group is a challenge given the complexity of our business as well as our concentrated geographic footprint. The Compensation and Human Capital Committee considers the unique situation in Elkhart County, Indiana, where our geographic proximity to so many other competitors and industry peers means competition for talent is high. Attracting talent to Elkhart County is an ever-present challenge as well. Thus, while many of our competitors are not publicly traded companies, and therefore, do not disclose their compensation practices for benchmarking, we must consider local pay practices as we make decisions about executive compensation. We look at market data alongside our decades of industry experience and knowledge of local RV industry pay practices and models to help ensure the Company can incentivize and engage our talented senior leadership team and broader workforce who are key to our continued business success. Our peer group is regularly reviewed by the Compensation and Human Capital Committee with consideration given to our strategy and the advice of its independent compensation consultant. The Compensation and Human Capital Committee used the peer group on the right in making 20222023 executive compensation decisions. 2023 EXECUTIVE COMPENSATION 2022 EXECUTIVE COMPENSATION PEER GROUP
A. O. Smith American Axle & Manufacturing Brunswick Carlisle Companies Dana Donaldson Graco Hubbell, Inc. ITT, Inc. Lincoln Electric Holdings Modine Manufacturing Patrick Industries Terex Corp Thor Industries Visteon Watts Water Technologies Winnebago Industries |
NOTICE OF 20232024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES39
ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM Our executive compensation consists of fixed pay and variable pay, including cash and non-cash components. The table below summarizes the various elements of executive compensation and their objectives:
| | Objective | Type of Compensation | Key Features | | Base Salary | Provide competitive fixed pay that is tied to the market and allows us to attract, retain, and motivate executives within the auto parts and equipment industry and broader market | Cash | ● Reflects individual skills, experience, responsibilities, and performance over time ● Influences annual cash and long-term incentive opportunities | | Short-Term Incentive — Annual Cash Incentive | Encourage focus on short-term business performance | Cash | ● Performance-based reward tied to achievement of short-term (annual) financial performance goal ● Pays only if threshold performance levels are met or exceeded | | Long-Term Incentive — Performance Stock Units (PSUs) | Increase multi-year profitability and stock price | Equity | ● Performance-based rewards tied to achievement of long-term performance goals ● Vests only if threshold performance levels are met or exceeded ● Links value to stock price | | Long-Term Incentive — Restricted Stock Units (RSUs) | Closely align executive and stockholder interests and aid in retention | Equity | ● Promotes retention and enhances executive stock ownership ● Links value to stock price | | Other Benefits | Aid in attracting and retaining executive talent | Benefit | ● Severance provisions to protect Company and NEOs from certain termination events ● Broad-based benefits available to all team members ● A Deferred Compensation Program |
ANALYSIS OF 20222023 COMPENSATION DECISIONS Base Salary We establish base salaries for named executive officers that reflect each executive’s experience, expertise, and the complexity of his or her role, as well as current competitive compensation data. The Compensation and Human Capital Committee reviews base salaries of our named executive officers annually, and it approves any increases after considering factors such as performance, market competitiveness, and affordability. 20222023 Base Salary Decisions
TheCertain NEOs received base salary increases effective January 1, 2022.2023. These increases alignaligned the NEOs’ base salaries more closely with the competitive market practice for their respective roles.
| Name | | 2021 Approved Salary | | 2022 Approved Salary | | Percent Change | | Mr. Jason D. Lippert | | $ | 1,085,620 | | | $ | 1,100,000 | | | | 1.3 | % | | Mr. Brian M. Hall | | $ | 500,000 | | | $ | 525,000 | | | | 5.0 | % | | Mr. Ryan R. Smith | | $ | 750,000 | | | $ | 800,000 | | | | 6.7 | % | | Mr. Jamie M. Schnur | | $ | 600,000 | | | $ | 620,000 | | | | 3.3 | % | | Mr. Andrew J. Namenye | | $ | 445,578 | | | $ | 500,000 | | | | 12.2 | % |
| Name | | 2022 Approved Salary | | 2023 Approved Salary | | Percent Change | | Mr. Jason D. Lippert | | $ | 1,100,000 | | | $ | 1,155,000 | | | | 5.0 | % | | Ms. Lillian D. Etzkorn | | $ | N/A | | | $ | 525,000 | | | | N/A | | | Mr. Ryan R. Smith | | $ | 800,000 | | | $ | 925,000 | | | | 15.6 | % | | Mr. Jamie M. Schnur | | $ | 620,000 | | | $ | 730,000 | | | | 17.7 | % | | Mr. Andrew J. Namenye | | $ | 500,000 | | | $ | 500,000 | | | | - | | | Mr. Brian M. Hall | | $ | 525,000 | | | $ | 600,000 | | | | 14.3 | % |
40NOTICE OF 20232024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT |LCI INDUSTRIES 20232024 Base Salary Decisions
The NEOs excluding Mr. Namenye, received base salary increases effective January 1, 2023.2024. These increases align these NEOs’ base salaries more closely with the competitive market practice for their respective roles.
| Name | | 2022 Approved Salary | | 2023 Approved Salary | | Percent Change | | Mr. Jason D. Lippert | | $ | 1,100,000 | | | $ | 1,155,000 | | | | 5.0 | % | | Mr. Brian M. Hall | | $ | 525,000 | | | $ | 600,000 | | | | 14.3 | % | | Mr. Ryan R. Smith | | $ | 800,000 | | | $ | 925,000 | | | | 15.6 | % | | Mr. Jamie M. Schnur | | $ | 620,000 | | | $ | 730,000 | | | | 17.7 | % | | Mr. Andrew J. Namenye | | $ | 500,000 | | | $ | 500,000 | | | | 0 | % |
| Name | | 2023 Approved Salary | | 2024 Approved Salary | | Percent Change | | Mr. Jason D. Lippert | | $ | 1,155,000 | | | $ | 1,195,000 | | | | 3.5 | % | | Ms. Lillian D. Etzkorn | | $ | 525,000 | | | $ | 575,000 | | | | 9.5 | % | | Mr. Ryan R. Smith | | $ | 925,000 | | | $ | 957,000 | | | | 3.5 | % | | Mr. Jamie M. Schnur | | $ | 730,000 | | | $ | 755,000 | | | | 3.4 | % | | Mr. Andrew J. Namenye | | $ | 500,000 | | | $ | 525,000 | | | | 5.0 | % |
Annual Cash Incentive Under our 20222023 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 2022,2023, the Compensation and Human Capital Committee approved the annual performance metrics, goals, and payout structure for the 20222023 AIP. For 2022,2023, the AIP again focused on one metric, Adjusted EBIT, as it is a key indicator of the strength of our business, it aligns with our local competitors and peer group, and the Compensation and Human Capital Committee believes that it drives long-term stockholder return. Based on feedback received from investors, a portion of the 2022 annual cash incentive available to the named executive officers was shifted to equity and incorporated into each executive’s annual equity long-term incentive grant to better align the executives’ interests with those of our stockholders. As a result, the 2022The 2023 Target Incentive for each named executive officer, except Mr. Namenye,Messrs. Lippert, Smith, and Schnur was decreasedincreased from the prior year. Mr. Namenye’s Target Incentive was increased from $425,000year to $450,000 to more closely align with the market.competitive market practice for their respective roles.
The 20222023 Adjusted EBIT target goal was set at $445$303 million, a 67.9% increase over31% decrease from the prior year. Anticipating softness in the market, the Compensation and Human Capital Committee lowered the 2023 Adjusted EBIT target relative to 2022 in order to more appropriately match our named executive officers’ goals with expected business performance.
Each named executive officer has the opportunity to earn his or her Target Incentive if the Company achieves the Adjusted EBIT target goal for the year. The actual payout can range from 0% to 200% of the Target Incentive for the CEO and 0% to 175% of the Target Incentives for the other named executive officers, depending on the Company’s level of achievement of the Adjusted EBIT goal as shown in the table below:
| | | 2022 Adjusted EBIT Goal | | Incentive Payout
(CEO) | | Incentive Payout
(Other NEOs) | | Below Threshold | | $ | — | | | 0% of Target Incentive | | 0% of Target Incentive | | Threshold | | $ | 311,500,000 | | | 70% of Target Incentive | | 70% of Target Incentive | | Target | | $ | 445,000,000(1) | | | 100% of Target Incentive | | 100% of Target Incentive | | Maximum | | $ | 511,750,000 | | | 200% of Target Incentive | | 175% of Target Incentive |
| | | 2022 Adjusted EBIT Goal | | Incentive Payout
(CEO) | | Incentive Payout
(Other NEOs) | | Below Threshold | | $ | — | | | 0% of Target Incentive | | 0% of Target Incentive | | Threshold | | $ | 212,100,000 | | | 40% of Target Incentive | | 30% of Target Incentive | | Target | | $ | 303,000,000(1) | | | 100% of Target Incentive | | 100% of Target Incentive | | Maximum | | $ | 348,450,000 | | | 200% of Target Incentive | | 175% of Target Incentive |
| (1) | For the 20222023 AIP, the Compensation and Human Capital Committee determined that Adjusted EBIT results within 2% above or below the target goal would be paid at 100% of Target Incentive. As a result, adjusted EBIT between $436,100,000$296,940,000 to $453,900,000$309,060,000 would be paid at 100% of Target Incentive. |
Under the 20222023 AIP, to the extent the overall threshold for Adjusted EBIT of $311,500,000$303,000,000 is achieved or exceeded, the payment amount for each participant would be calculated by multiplying the participant’s Target Incentive amount by the applicable incentive payout percentage as set forth in the table above. When Adjusted EBIT performance is between inflection points set forth above, linear interpolation is used to determine the payout amount, other than results within 2% above or below the target level as noted above. For purposes of the 20222023 AIP, Adjusted EBIT means the Company’s 20222023 consolidated net income beforeadjusted 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.
NOTICE OF 20232024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT |LCI INDUSTRIES41 20222023 Annual Incentive Plan Payouts (paid in March 2023)Determinations
In February 2023,2024, the Committee met and determined the degree to which the Adjusted EBIT goal under the 20222023 AIP was achieved. Actual Adjusted EBIT results in 20222023 were very strong at $553$123 million, resulting in a payout level of 200%0% of the Target Incentive amount for the CEO and 175%all of the respective Target Incentive amounts for the other named executive officers. Adjusted EBIT is a non-GAAP financial measure. Refer to Appendix A to this Proxy Statement for a reconciliation of this non-GAAP financial measure to the corresponding GAAP measure. As a result of the Compensation and Human Capital Committee’s determinations as described above, the following table sets forth the cash incentive target and resulting payment amount to each named executive officer under the 20222023 AIP: | Name | | 2023 Target Incentive | | Cash Payout Under 2023 AIP | | Actual as a % of Target | | Mr. Jason D. Lippert | | $ | 1,443,750 | | | $ | — | | | | — | % | | Ms. Lillian D. Etzkorn | | $ | 472,500 | | | $ | — | | | | — | % | | Mr. Ryan R. Smith | | $ | 1,665,000 | | | $ | — | | | | — | % | | Mr. Jamie M. Schnur | | $ | 1,095,000 | | | $ | — | | | | — | % | | Mr. Andrew J. Namenye | | $ | 450,000 | | | $ | — | | | | — | % | | Mr. Brian M. Hall(1) | | $ | 540,000 | | | $ | — | | | | — | % |
(1) Mr. Hall’s incentive payout would have been prorated based upon the number of days he was employed by the Company in 2023. | Name | | 2022 Target Incentive | | Cash Payout Under 2022 AIP | | Actual as a % of Target | | Mr. Jason D. Lippert | | $ | 1,320,000 | | | $ | 2,640,000 | | | | 200 | % | | Mr. Brian M. Hall | | $ | 472,500 | | | $ | 826,875 | | | | 175 | % | | Mr. Ryan R. Smith | | $ | 1,600,000 | | | $ | 2,800,000 | | | | 175 | % | | Mr. Jamie M. Schnur | | $ | 682,000 | | | $ | 1,193,500 | | | | 175 | % | | Mr. Andrew J. Namenye | | $ | 450,000 | | | $ | 708,750(1) | | | | 157.5 | % |
| (1) | In determining the final cash incentive payment amount to Mr. Namenye under the 2022 AIP, the Compensation Committee elected to exercise negative discretion to reduce his cash payout due to circumstances outside of his performance. |
Equity Grants Equity grants help to align executive interests with those of our stockholders. The Compensation and Human Capital Committee uses both PSUs and RSUs in our annual equity long-term incentive grants to retain and motivate our executives to achieve long-term performance. Annual Equity Long-Term Incentive Grants
Annual equity grants are typically made in March of each year. The following criteria are evaluated for each of our named executive officers when determining the value of theirhis or her annual equity award: |
● | Performance over the long term; |
|
● | Performance during the prior year; |
|
● | Retention considerations; and |
|
● | Market practices for comparable positions. |
In addition, forFebruary 2023, the 2022 annual equity awards, a portion of the 2022 annual cash incentive for named executive officers was shifted to equityCompensation and incorporated into each executive’s annual equity long-term incentive grant to better align the executives’ interests with those of our stockholders. As a result, the 2022 target value of equity grants for each named executive officer increased over the prior year.
In February 2022, the CompensationHuman Capital Committee approved the amounts, terms, and conditions for the equity grants to be awarded in March 20222023 of PSUs and RSUs for the Company’s senior officers, including the named executive officers, pursuant to the 2018 Plan. In April 2023, the Committee approved the 2023 equity grants awarded to Ms. Etzkorn in connection with her appointment as CFO.
For each of the named executive officers, a total dollar value for the equity grant was established based on the criteria listed above (“Equity Value”). That Equity Value was converted to units based on the 15-day average trading price through the date of grant. For 2022,2023, the Equity Value for Mr. Lippert was allocated based on a mix of approximately 67%68% PSUs and 33%32% RSUs. The mix for the other NEOs (other than Mr. Hall) was, on average, 61%64% PSUs and 39%36% RSUs.
 
42 NOTICE OF 20232024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES
The PSUs awarded to the named executive officers in March 20222023 provide that the number of units that can be earned is based on whether and to what extent ROIC performance goals for a three-year period from January 1, 2022,2023, through December 31, 2024,2025, are satisfied — increasing the PSU performance measurement period from two years to three years.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.
| | 20222023 Annual Performance Stock Units (PSUs)
| 20222023 Annual Restricted Stock Units (RSUs)
| Definition | Notional units that will be settled in shares of LCII common stock on a one-for-one basis, if and to the extent certain performance metrics are achieved and subject to any additional vesting period | Notional units that will be settled in shares of LCII common stock following the applicable vesting dates | | Performance Metric | ROIC | Time/Service | Vesting | Three-year measurement period (2022-2024)(2023- 2025) with number of PSUs earned based on achievement of performance goals; any earned PSUs will vest on March 1, 20252026 | Annually over three years |
Performance Stock Units: 2022 2023 ROIC PSUs
The PSUs awarded to the named executive officers in 2023 consisted of PSUs based on the Company’s ROIC (as hereinafter defined) for the three-year period from 2022-2024of 2023-2025 (the “2022“2023 ROIC PSUs”). The ROIC performance goal for the three-year period was set at 20.0%18.5% (“Target”). The 20222023 ROIC PSUs provide that the number of PSUs that can be earned range from 0% to 200% of the Equity Value allocated and converted to PSUs at the ROIC Target (“ROIC PSUs Target Number”) based on whether and to what extent the ROIC performance goal is met as shown in the table below: ROIC Performance | Multiple of ROIC PSUs
Target Number | <16.00%12.4% (Threshold) | 0.00x | 16.00% (Threshold)14.5% | 0.40x | 20.00%18.5% (Target) | 1.00X | 24.00%22.5% (Maximum) | 2.00x |
If ROIC performance is between inflection points, linear interpolation will be used to determine the number of earned 20222023 ROIC PSUs.
The term “ROIC,” or “Return on Invested Capital,” means Operating Profit divided by Average Invested Capital, where: (i) “Operating Profit” is the Company’s fiscal year consolidated operating profit, as detailed in the Company’s financial statements filed with the SEC; and (ii)
“Average Invested Capital” is the average of the prior year end and current year quarterly (Total StockholdersStockholders’ 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.
NOTICE OF 20232024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT |LCI INDUSTRIES 43
Restricted Stock Units
The annual RSUs granted in 20222023 to the named executive officers vest over a three-year period, with one- thirdone-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 20222023 was value-based after consideration by the Compensation and Human Capital Committee of factors and events relative to the Company’s performance, the expense related to the RSUs, resulting dilution, the element of motivation that equity awards provide, and other factors.
20222023 Equity Long-Term Incentive Grant
Based on feedback received from investors, a portion of the 2022 annual cash incentive available to the named executive officers was shifted to equity and incorporated into each executive’s annual equity longterm incentive grant to better align the executives’ interests with those of our stockholders. As a result, the 2022The 2023 target value of equity grants for each named executive officer increased over the prior year.year to align with the competitive market practice for their respective roles.
The Equity Value awarded to each of the named executive officers, the amount allocated to PSUs and RSUs, and the conversions to number of units for PSUs at Target and RSUs based on the 15-day average trading price of $123.52 through the date of grant of $115.09 for Messrs. Lippert, Smith, Schnur, and Namenye and $111.54 for Ms. Etzkorn, are as follows:
| Name | | ROIC PSUs
Target Number | | ROIC PSUs
Target Value | | RSUs
Number | | | | | Target Value of
Equity Grants | | Mr. Jason D. Lippert | | | 35,622 | | | $ | 4,400,000 | | | | 17,811 | | | $ | 2,200,000 | | | $ | 6,600,000 | | | Mr. Brian M. Hall | | | 6,376 | | | $ | 787,500 | | | | 3,826 | | | $ | 472,500 | | | $ | 1,260,000 | | | Mr. Ryan R. Smith | | | 10,363 | | | $ | 1,280,000 | | | | 9,716 | | | $ | 1,200,000 | | | $ | 2,480,000 | | | Mr. Jamie M. Schnur | | | 10,039 | | | $ | 1,240,000 | | | | 5,020 | | | $ | 620,000 | | | $ | 1,860,000 | | | Mr. Andrew J. Namenye | | | 6,072 | | | $ | 750,000 | | | | 3,644 | | | $ | 450,000 | | | $ | 1,200,000 | |
Performance Results for 2020 ROIC PSUs
| Name | | ROIC PSUs
Target Number | | ROIC PSUs
Target Value | | RSUs
Number | | RSUs Value | | | Target Value of
Equity Grants | | Mr. Jason D. Lippert | | | 42,652 | | | $ | 4,400,000 | | | | 20,072 | | | $ | 2,310,000 | | | $ | 7,218,750 | | | Ms. Lillian D. Etzkorn | | | 3,818 | | | $ | 425,860 | | | | 3,006 | | | $ | 335,289 | | | $ | 761,149 | * | | Mr. Ryan R. Smith | | | 20,897 | | | $ | 2,405,000 | | | | 10,449 | | | $ | 1,202,500 | | | $ | 3,607,500 | | | Mr. Jamie M. Schnur | | | 14,589 | | | $ | 1,679,000 | | | | 6,343 | | | $ | 730,000 | | | $ | 2,409,000 | | | Mr. Andrew J. Namenye | | | 6,517 | | | $ | 750,000 | | | | 3,910 | | | $ | 450,000 | | | $ | 1,200,000 | |
| * | The number and value of Ms. Etzkorn’s RSU and PSU awards were prorated for the number of months during the calendar year 2023 during which she was employed by the Company. |
The ROIC PSUs granted in 2020 (“2020 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 two-year period from January 1, 2020, through December 31, 2021, were satisfied. In early 2022, the Compensation Committee determined that ROIC was achieved at 24%, resulting in performance at 200% of target. The 2020 ROIC PSUs earned are displayed below.
| | | 2020 ROIC PSUs
(Granted at $111.69) | | 2020 ROIC PSUs
Target Value | | 2020 ROIC PSUs
Earned at 200% of Target(2) | | Mr. Jason D. Lippert | | | 28,741 | | | $ | 3,210,000 | | | | 63,130 | | | Mr. Brian M. Hall | | | 4,701 | | | $ | 525,000 | | | | 10,326 | | | Mr. Ryan R. Smith(1) | | | N/A | | | | N/A | | | | N/A | | | Mr. Jamie M. Schnur | | | 4,191 | | | $ | 468,000 | | | | 9,206 | | | Mr. Andrew J. Namenye | | | 3,492 | | | $ | 390,000 | | | | 7,670 | |
(1) Mr. Smith did not receive a 2020 ROIC PSU grant.PSUs Granted in Prior Years
(2) Includes dividend equivalents earned through the vesting date of March 1, 2023.
The earned 2020 ROIC PSUs vested on March 1, 2023.
44NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT|LCI INDUSTRIES
Performance Results for 2021 ROIC PSUs
The ROICAs previously disclosed, the PSUs granted in 2021 (“2021 ROIC PSUs”) provided thathad a two-year performance period of 2021-2022, and the numberPSUs granted in 2022 have a three-year performance period of 2022-2024. Due to this change from a two-year performance period to a three-year performance period, there are no outstanding PSUs that have a performance period that ended on December 31, 2023. As a result, the named executive officers could benot have earned wasany PSUs related to a performance period ending at the end of 2023.
Mr. Hall’s RSUs and PSUs Pursuant to the award agreements governing Mr. Hall’s outstanding RSUs and PSUs, the Compensation and Human Capital Committee determined that Mr. Hall’s termination of employment with the Company constituted an “Approved Retirement.” As a result, 3,758 unvested RSUs and 9,714 unvested earned PSUs held by Mr. Hall vested on May 19, 2023. In addition, the PSUs held by Mr. Hall for the 2022-2024 performance period have been prorated based on whether and to what extent ROIC performance goals for the two-year periodhis employment from January 1, 2021,2022, through December 31, 2022, were satisfied. In earlyMay 19, 2023, and therefore he could earn a maximum of 5,864 PSUs depending on the Compensation Committee determined that ROIC was achieved at 25%, resulting inCompany’s performance at 200% of target. The 2021 ROIC PSUsduring the performance period. Any such earned are displayed below.
| | | 2021 ROIC PSUs
(Granted at $146.41) | | 2021 ROIC PSUs
Target Value | | 2021 ROIC PSUs
Earned at 200% of Target(1) | | Mr. Jason D. Lippert | | | 21,925 | | | $ | 3,210,000 | | | | 46,772 | | | Mr. Brian M. Hall | | | 4,508 | | | $ | 660,000 | | | | 9,616 | | | Mr. Ryan R. Smith | | | 5,123 | | | $ | 750,000 | | | | 10,928 | | | Mr. Jamie M. Schnur | | | 5,574 | | | $ | 816,000 | | | | 11,892 | | | Mr. Andrew J. Namenye | | | 2,972 | | | $ | 435,000 | | | | 6,340 | |
(1) Includes dividends equivalents earned.
The earned 2021 ROIC PSUs will vest on March 1, 2024, following a one-year holding period.2025.
| 44 | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES |
RETIREMENT SAVINGS PROGRAMS
In 2022,2023, we provided retirement benefits to our named executive officers through the defined contribution retirement savings plan, which is the same plan available to all team members. We do not maintain any defined benefit retirement plans or other pension or profit-sharing plans.
In 2022,2023, the Company matched a portion of contributions to the 401(k) plan up to the 20222023 statutory maximum of $12,200$13,200 per team member. The aggregate amount of the Company’s contributions with respect to the named executive officers was $61,000$58,624 for 2022.2023 (which amount includes the Company’s contribution related to Mr. Hall while he was still employed). Although our 401(k) plan permits profit-sharing contributions, the Company has not made any such contributions to the plan.
To provide a means for deferral of taxation on compensation, the Company maintains an Executive Non-Qualified Deferred Compensation Plan (the “Deferral Plan”) for certain executives, including the named executive officers. The Company does not make any contributions to the Deferral Plan but is responsible for certain costs of Deferral Plan administration, which are not significant. Pursuant to the Deferral Plan, the named executive officers are eligible to defer all or a portion of their earned base salary and incentive compensation. Each participant is fully vested in all deferred compensation and earnings on investments credited to his or her account because the Deferral Plan participant has made all the contributions. Pursuant to the Deferral Plan, payments to the participants will be made from our general unrestricted assets, and the obligations pursuant to the Deferral Plan are unfunded and unsecured.
OTHER BENEFITS
As a competitive team member benefit, we provide team member health insurance in which the named executive officers participate, the aggregate cost of which for the named executive officers was $49,146$54,700 for 2022.2023. We also provide other team member benefits in which the named executive officers participate, including life and disability insurance, and an automobile allowance together with related expenses. We do not provide or reimburse our executives for personal use of an airplane, or for financial planning, tax preparation, or home security.
NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT|LCI INDUSTRIES 45
SEVERANCE
In June 2022, theThe Compensation and Human Capital Committee has approved and adopted a form of Executive Employment Agreement for senior officers that has an initial three-year term with automatic one-year renewals and that provides severance payments or other benefits under certain circumstances following termination. The Compensation and Human Capital Committee believes the Executive Employment Agreements serve as appropriate retention tools for the Company’s executives by providing security in the event of an unplanned termination of employment for reasons other than cause. Furthermore, from time to time, we examine various strategic alternatives, and the provisions of the Executive Employment Agreements are important to retain these key executives whose continued employment might be at risk for reasons other than cause. The specific terms of the Executive Employment Agreements are summarized in “Potential Payments on Termination or Change-in-Control” on page 56.
The 2018 Plan, and the related award agreements, contain provisions regarding treatment of outstanding equity awards upon a change in control of the Company and upon certain terminations of employment, as further described in “Potential Payments on Termination or Change-in-Control” on page 56. | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES | 45 |
OTHER KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM As we look to the future of the Company, we have adopted policies to help drive sustainable growth by further aligning the financial interests of our executives and stockholders with long-term stock price performance. This will help limit excessive risk-taking and executive misconduct through stock ownership guidelines and a clawback policy, as outlined below.
Stock Ownership Guidelines
Our guidelines for ownership of the Company’s common stock include all of our named executive officers, which aligns their interests with those of our stockholders. Stock ownership guidelines are set forth as a multiple of the executive’s cash base salary as of December 31, 2022,2023, as displayed in the following table:
Position | Stock Ownership Guideline | | CEO | 5 times base salary | | All Other NEOs | 4 times base salary |
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, 2022,2023, all of the NEOs were in compliance with the guidelines or within the applicable three-year period. 
Clawback Policy
In light of rules issued by the Securities and Exchange Commission and the New York Stock Exchange regarding clawback policies, we adopted a new Compensation Recovery Policy effective September 7, 2023 (the “Clawback Policy”). The Company currently has aClawback Policy applies to all incentive-based compensation, recoupment policy for executive officerswhich is any compensation that allows for the recovery of performance-based compensation amounts paid under an incentive compensation plan, including any discretionary bonus amounts and equity awards under the 2018 Plan,is granted, earned, or any successor plan, the amount, payment, and/or vesting of which was calculatedvested based wholly or in part onupon the applicationattainment of a financial performance criteria. reporting measure, received by our executive officers, including our named executive officers. The policyClawback Policy applies in the event there is a required financialcase of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirementsrequirement under the securities laws, as determinedincluding 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 Boardthree completed fiscal years immediately preceding the required restatement date over the amount of Directors, which results in performance-basedincentive-based compensation that otherwise would have been a lower amount if such compensationreceived had it been calculateddetermined based on the restated amounts. The Company will provide each such restated results. The policyexecutive officer with a written notice of such amount and a demand for repayment or return. If such repayment or return is administerednot 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 the Compensation Committee, as more fully described in the policy. In October 2022, the SEC adopted final rules under the Dodd-Frank Act directing national securities exchanges to establishNew York Stock Exchange listing standards related to compensation recoupment policies. The NYSE recently posted proposed listing standards requiring listed companiesstandards.
to adopt compensation recoupment policies containing certain provisions. The Compensation Committee will make appropriate modifications to the Company’s recoupment policy to comply with the new listing standards once they are finalized.
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 Treatmenton 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.
NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT|LCI INDUSTRIES 47
| NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES | 47 |
REPORT OF THE COMPENSATION AND HUMAN CAPITAL COMMITTEE
We have reviewed and discussed with Management the Compensation Discussion and Analysis. Based on this review and discussion, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into our 20222023 Annual Report on Form 10-K.
Respectfully submitted,
The Compensation Committee of the Board of Directors
Frank J. Crespo, Chairman
Brendan J. Deely
Virginia L. Henkels
Stephanie K. Mains
The foregoing Compensation Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall this information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by reference into a filing.
48NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT|LCI INDUSTRIES
| 48 | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES |
SUMMARY COMPENSATION TABLE The following table sets forth the annual compensation awarded to or earned by our Named Executive Officersnamed executive officers for the years ended December 31, 2023, 2022, 2021, and 2020:2021: SUMMARY COMPENSATION TABLE | Name and Principal Position | | Year | | | Salary(1) | | | Stock
Awards(2) | | | Non-Equity
Incentive Plan
Compensation(3) | | | All Other
Compensation(4) | | | Total | | Jason D. Lippert President and Chief Executive Officer | | 2022 | | | $ | 1,100,000 | | | $ | 6,522,567 | | | $ | 2,640,000 | | | $ | 271,108 | | | $ | 10,533,675 | | | | 2021 | | | $ | 1,085,620 | | | $ | 5,245,239 | | | $ | 4,500,000 | | | $ | 162,891 | | | $ | 10,993,750 | | | | 2020 | | | $ | 1,013,462 | | | $ | 5,316,527 | | | $ | 2,990,184 | | | $ | 189,578 | | | $ | 9,509,751 | | Brian M Hall Executive Vice President and Chief Financial Officer | | 2022 | | | $ | 525,000 | | | $ | 1,245,358 | | | $ | 826,875 | | | $ | 76,302 | | | $ | 2,673,535 | | | | 2021 | | | $ | 500,000 | | | $ | 1,078,559 | | | $ | 1,050,000 | | | $ | 60,588 | | | $ | 2,689,147 | | | | 2020 | | | $ | 465,231 | | | $ | 912,109 | | | $ | 623,085 | | | $ | 57,737 | | | $ | 2,058,162 | | Ryan R. Smith Group President - North America | | 2022 | | | $ | 800,000 | | | $ | 2,451,043 | | | $ | 2,800,000 | | | $ | 125,288 | | | $ | 6,176,331 | | | | 2021 | | | $ | 750,000 | | | $ | 1,225,688 | | | $ | 4,375,000 | | | $ | 78,504 | | | $ | 6,429,192 | | | | 2020 | | | $ | 576,923 | | | $ | 389,097 | | | $ | 2,179,414 | | | $ | 44,024 | | | $ | 3,189,458 | | Jamie M. Schnur Group Presiden - Aftermarket | | 2022 | | | $ | 620,000 | | | $ | 1,838,252 | | | $ | 1,193,500 | | | $ | 105,074 | | | $ | 3,756,826 | | | | 2021 | | | $ | 600,000 | | | $ | 1,333,487 | | | $ | 2,100,000 | | | $ | 67,737 | | | $ | 4,101,224 | | | | 2020 | | | $ | 492,308 | | | $ | 847,323 | | | $ | 923,085 | | | $ | 63,902 | | | $ | 2,326,618 | | Andrew J. Namenye Executive Vice President, Chief Legal Officer and Corporate Secretary | | 2022 | | | $ | 500,000 | | | $ | 1,186,032 | | | $ | 708,750 | | | $ | 81,027 | | | $ | 2,475,809 | | | | 2021 | | | $ | 445,578 | | | $ | 710,954 | | | $ | 743,750 | | | $ | 51,525 | | | $ | 1,951,807 | | | | 2020 | | | $ | 425,945 | | | $ | 682,995 | | | $ | 461,308 | | | $ | 52,878 | | | $ | 1,623,126 | |
| Name and Principal Position | | Year | | Salary | | Stock
Awards(1) | | Non-Equity
Incentive Plan
Compensation(2) | | All Other
Compensation(3) | | Total | | Jason D. Lippert
President and Chief Executive Officer | | 2023 | | $ | 1,155,000 | | $ | 7,169,980 | | $ | — | | $ | 317,863 | | $ | 8,642,843 | | | | 2022 | | $ | 1,100,000 | | $ | 6,522,567 | | $ | 2,640,000 | | $ | 271,108 | | $ | 10,533,675 | | | | 2021 | | $ | 1,085,620 | | $ | 5,245,239 | | $ | 4,500,000 | | $ | 162,891 | | $ | 10,993,750 | | Lillian D. Etzkorn(4)
Executive Vice President
and Chief Financial Officer | | 2023 | | $ | 364,580 | | $ | 771,725 | | $ | — | | $ | 259,261 | | $ | 1,395,566 | | Ryan R. Smith
Group President - North America | | 2023 | | $ | 925,000 | | $ | 3,583,161 | | $ | — | | $ | 163,884 | | $ | 4,672,045 | | | | 2022 | | $ | 800,000 | | $ | 2,451,043 | | $ | 2,800,000 | | $ | 125,288 | | $ | 6,176,331 | | | | 2021 | | $ | 750,000 | | $ | 1,225,688 | | $ | 4,375,000 | | $ | 78,504 | | $ | 6,429,192 | | Jamie M. Schnur
Group Presiden - Aftermarket | | 2023 | | $ | 730,000 | | $ | 2,392,737 | | $ | — | | $ | 123,448 | | $ | 3,246,185 | | | | 2022 | | $ | 620,000 | | $ | 1,838,252 | | $ | 1,193,500 | | $ | 105,074 | | $ | 3,756,826 | | | | 2021 | | $ | 600,000 | | $ | 1,333,487 | | $ | 2,100,000 | | $ | 67,737 | | $ | 4,101,224 | | Andrew J. Namenye
Executive Vice President, Chief Legal Officer, and Corporate Secretary | | 2023 | | $ | 500,000 | | $ | 1,191,910 | | $ | — | | $ | 82,165 | | $ | 1,774,075 | | | | 2022 | | $ | 500,000 | | $ | 1,186,032 | | $ | 708,750 | | $ | 81,027 | | $ | 2,475,809 | | | | 2021 | | $ | 445,578 | | $ | 710,954 | | $ | 743,750 | | $ | 51,525 | | $ | 1,951,807 | | Brian M. Hall(5)
Former Executive Vice President and Chief Financial Officer | | 2023 | | $ | 303,883 | | $ | — | | $ | — | | $ | 26,210 | | $ | 330,093 | | | | 2022 | | $ | 525,000 | | $ | 1,245,358 | | $ | 826,875 | | $ | 76,302 | | $ | 2,689,147 | | | | 2021 | | $ | 500,000 | | $ | 1,078,559 | | $ | 1,050,000 | | $ | 60,588 | | $ | 2,689,147 | |
|
(1) | With respect to 2020, the amounts in this column reflect base salary for 2020 less the temporary eight-week COVID-19 reductions. |
| (2) | The amounts in this column represent the aggregate grant date fair value of the stock awards granted in that year determined in accordance with Accounting Standards Codification Topic 718 (“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, 2022.2023. The stock awards consist of, as applicable: (i) with respect to 2023, the 2023 ROIC PSUs and annual awards of RSUs; (ii) with respect to 2022, the 2022 ROIC PSUs and annual awards of RSUs; (ii)and (iii) with respect to 2021, the 2021 ROIC PSUs and annual awards of RSUs; and (iii) with respect to 2020, the 2020 ROIC PSUs and annual awards of RSUs. |
The amounts included in the table above for the annual equity awards that are subject to performance conditions represent the value at the grant date based on the probable outcome of the applicable performance conditions. The following table presents the grant date fair value of the performance-based stock awards included in the “Stock Awards” column and the grant date fair value of these awards assuming that the highest level of performance conditions would be achieved: | | | 2022 ROIC PSUs | | | 2021 ROIC PSUs | | | 2020 ROIC PSUs | | Name | | Grant Date Fair Value (Based on Probable Outcome) | | | Grant Date Fair Value (Based on Maximum Performance) | | | Grant Date Fair Value (Based on Probable Outcome) | | | Grant Date Fair Value (Based on Maximum Performance) | | | Grant Date Fair Value (Based on Probable Outcome) | | | Grant Date Fair Value (Based on Maximum Performance) | | | Jason D. Lippert | | $ | 4,348,378 | | | $ | 8,696,756 | | | $ | 3,147,115 | | | $ | 6,294,230 | | | $ | 2,774,944 | | | $ | 5,549,888 | | | Brian M. Hall | | $ | 778,318 | | | $ | 1,556,636 | | | $ | 647,078 | | | $ | 1,294,156 | | | $ | 453,882 | | | $ | 907,764 | | | Ryan R. Smith | | $ | 1,265,011 | | | $ | 2,530,022 | | | $ | 735,355 | | | $ | 1,470,710 | | | | N/A | | | | N/A | | | Jamie M. Schnur | | $ | 1,225,461 | | | $ | 2,450,922 | | | $ | 800,092 | | | $ | 1,600,184 | | | $ | 404,641 | | | $ | 809,282 | | | Andrew J. Namenye | | $ | 741,209 | | | $ | 1,482,418 | | | $ | 426,601 | | | $ | 853,202 | | | $ | 337,153 | | | $ | 674,306 | |
| | | 2023 ROIC PSUs | | 2022 ROIC PSUs | | 2021 ROIC PSUs | | | Name | | Grant Date Fair Value
(Based on Probable
Outcome) | | Grant Date Fair
Value (Based
on Maximum
Performance) | | Grant Date Fair Value
(Based on Probable
Outcome) | | Grant Date Fair
Value (Based
on Maximum
Performance) | | Grant Date Fair Value
(Based on Probable
Outcome) | | Grant Date Fair
Value (Based
on Maximum
Performance) | | | Jason D. Lippert | | $ | 4,875,550 | | $ | 9,751,100 | | $ | 4,348,378 | | $ | 8,696,756 | | $ | 3,147,115 | | $ | 6,294,230 | | | Lillian D. Etzkorn | | $ | 425,860 | | $ | 851,720 | | | N/A | | | N/A | | | N/A | | | N/A | | | Ryan R. Smith | | $ | 2,388,736 | | $ | 4,777,472 | | $ | 1,265,011 | | $ | 2,530,022 | | $ | 735,355 | | $ | 1,470,710 | | | Jamie M. Schnur | | $ | 1,667,669 | | $ | 3,335,338 | | $ | 1,225,461 | | $ | 2,450,922 | | $ | 800,092 | | $ | 1,600,184 | | | Andrew J. Namenye | | $ | 744,958 | | $ | 1,489,916 | | $ | 741,209 | | $ | 1,482,418 | | $ | 426,601 | | $ | 853,202 | | | Brian M. Hall | | $ | — | | $ | — | | $ | 778,318 | | $ | 1,556,636 | | $ | 647,078 | | $ | 1,294,156 | |
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| NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES | 49 |
The following table presents the grant date fair value of the RSU awards included in the “Stock Awards” column: | Name | | 2022
Annual RSUs | | 2021
Annual RSUs | | 2020
Annual RSUs | | Jason D. Lippert | | $ | 2,174,189 | | | $ | 2,098,124 | | | $ | 1,849,995 | | | Brian M. Hall | | $ | 467,040 | | | $ | 431,481 | | | $ | 302,588 | | | Ryan R. Smith | | $ | 1,186,032 | | | $ | 490,333 | | | $ | 389,097 | | | Jamie M. Schnur | | $ | 612,791 | | | $ | 533,395 | | | $ | 269,761 | | | Andrew J. Namenye | | $ | 444,823 | | | $ | 284,353 | | | $ | 224,768 | |
| Name | | 2023
Annual RSUs | | 2022
Annual RSUs | | 2021
Annual RSUs | | | Jason D. Lippert | | $ | 2,294,430 | | $ | 2,174,189 | | $ | 2,098,124 | | | Lillian D. Etzkorn | | $ | 335,289 | | | N/A | | | N/A | | | Ryan R. Smith | | $ | 1,194,425 | | $ | 1,186,032 | | $ | 490,333 | | | Jamie M. Schnur | | $ | 725,068 | | $ | 612,791 | | $ | 533,395 | | | Andrew J. Namenye | | $ | 446,952 | | $ | 444,823 | | $ | 284,353 | | | Brian M. Hall | | $ | — | | $ | 467,040 | | $ | 431,481 | |
|
(3)(2) | The amounts in this column represent: (i) for 2023, bonus payment amounts earned pursuant to the 2023 AIP; (ii) for 2022, bonus payment amounts earned pursuant to the 2022 AIP; (ii)and (iii) for 2021, bonus payment amounts earned pursuant to the 2021 AIP; and (iii) for 2020, bonus payment amounts earned pursuant to the 2020 AIP, except in the case of Mr. Smith, the bonus payment amount earned pursuant to the non-NEO cash incentive program in which he participated. With respect to Mr. Schnur, the amount reported for 2020 includes an additional incentive of $300,000 for the achievement of certain performance goals.AIP. |
|
(4)(3) | Amounts shown in this column include the following payments the Company made to or on behalf of our NEOs: |
| | | | | | | Dividend | | | | 401(k) | | | | | | | | | | | | Total All | | | | | | | | | Equivalent | | | | Matching | | | | Health | | | | Other | | | | Other | | | Name | | Year | | | | Unit Value(A) | | | | Contribution | | | | Insurance | | | | Perquisites(B) | | | | Compensation | | | | | 2022 | | | $ | 219,517 | | | $ | 12,200 | | | $ | 9,507 | | | $ | 29,884 | | | $ | 271,108 | | | Jason D. Lippert | | 2021 | | | $ | 127,331 | | | $ | 11,600 | | | $ | 10,849 | | | $ | 13,111 | | | $ | 162,891 | | | | | 2020 | | | $ | 156,260 | | | $ | 11,400 | | | $ | 9,323 | | | $ | 12,595 | | | $ | 189,578 | | | | | 2022 | | | $ | 41,913 | | | $ | 12,200 | | | $ | 11,629 | | | $ | 10,560 | | | $ | 76,302 | | | Brian M. Hall | | 2021 | | | $ | 26,183 | | | $ | 11,600 | | | $ | 11,629 | | | $ | 11,176 | | | $ | 60,588 | | | | | 2020 | | | $ | 26,808 | | | $ | 11,400 | | | $ | 10,118 | | | $ | 9,411 | | | $ | 57,737 | | | | | 2022 | | | $ | 82,490 | | | $ | 12,200 | | | $ | 9,507 | | | $ | 21,091 | | | $ | 125,288 | | | Ryan R. Smith | | 2021 | | | $ | 29,754 | | | $ | 11,600 | | | $ | 8,882 | | | $ | 28,268 | | | $ | 78,504 | | | | | 2020 | | | $ | 11,436 | | | $ | 11,400 | | | $ | 9,323 | | | $ | 11,865 | | | $ | 44,024 | | | | | 2022 | | | $ | 61,866 | | | $ | 12,200 | | | $ | 11,629 | | | $ | 19,379 | | | $ | 105,074 | | | Jamie M. Schnur | | 2021 | | | $ | 32,371 | | | $ | 11,600 | | | $ | 11,629 | | | $ | 12,137 | | | $ | 67,737 | | | | | 2020 | | | $ | 24,904 | | | $ | 11,400 | | | $ | 10,118 | | | $ | 17,480 | | | $ | 63,902 | | | | | 2022 | | | $ | 39,916 | | | $ | 12,200 | | | $ | 6,874 | | | $ | 22,037 | | | $ | 81,027 | | | Andrew J. Namenye | | 2021 | | | $ | 17,259 | | | $ | 11,600 | | | $ | 10,849 | | | $ | 11,817 | | | $ | 51,525 | | | | | 2020 | | | $ | 20,074 | | | $ | 11,400 | | | $ | 10,118 | | | $ | 11,286 | | | $ | 52,878 | |
| Name | | Year | | Dividend
Equivalent
Unit Value(A) | | 401(k)
Matching
Contribution | | Health
Insurance | | Other
Perquisites(B) | | Total All
Other
Compensation | | | | | 2023 | | $ | 267,169 | | $ | 13,200 | | $ | 11,636 | | $ | 25,858 | | $ | 317,863 | | | Jason D. Lippert | | 2022 | | $ | 219,517 | | $ | 12,200 | | $ | 9,507 | | $ | 29,884 | | $ | 271,108 | | | | | 2021 | | $ | 127,331 | | $ | 11,600 | | $ | 10,849 | | $ | 13,111 | | $ | 162,891 | | | | | | | | | | | | | | | | | | | | | | | Lillian D. Etzkorn | | 2023 | | $ | 29,066 | | $ | 9,162 | | $ | 5,818 | | $ | 215,215 | | $ | 259,261 | | | | | | | | | | | | | | | | | | | | | | | | | 2023 | | $ | 133,516 | | $ | 3,464 | | $ | 11,636 | | $ | 15,268 | | $ | 163,884 | | | Ryan R. Smith | | 2022 | | $ | 82,490 | | $ | 12,200 | | $ | 9,507 | | $ | 21,091 | | $ | 125,288 | | | | | 2021 | | $ | 29,754 | | $ | 11,600 | | $ | 8,882 | | $ | 28,268 | | $ | 78,504 | | | | | 2023 | | $ | 89,159 | | $ | 6,398 | | $ | 11,636 | | $ | 16,255 | | $ | 123,448 | | | Jamie M. Schnur | | 2022 | | $ | 61,866 | | $ | 12,200 | | $ | 11,629 | | $ | 19,379 | | $ | 105,074 | | | | | 2021 | | $ | 32,371 | | $ | 11,600 | | $ | 11,629 | | $ | 12,137 | | $ | 67,737 | | | | | 2023 | | $ | 44,413 | | $ | 13,200 | | $ | 6,878 | | $ | 17,674 | | $ | 82,165 | | | Andrew J. Namenye | | 2022 | | $ | 39,916 | | $ | 12,200 | | $ | 6,874 | | $ | 22,037 | | $ | 81,027 | | | | | 2021 | | $ | 17,259 | | $ | 11,600 | | $ | 10,849 | | $ | 11,817 | | $ | 51,525 | | | | | 2023 | | $ | — | | $ | 13,200 | | $ | 7,096 | | $ | 5,914 | | $ | 26,210 | | | Brian M. Hall | | 2022 | | $ | 41,913 | | $ | 12,200 | | $ | 11,629 | | $ | 10,560 | | $ | 76,302 | | | | | 2021 | | $ | 26,183 | | $ | 11,600 | | $ | 11,629 | | $ | 11,176 | | $ | 60,588 | |
|
(A) | 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. |
|
(B) | Other perquisites included automobile allowance and related expenses, costs of spousal travel for Company events, and long-term disability insurance.insurance, and reimbursement for relocation expenses. |
| (4) | Ms. Etzkorn was appointed our Executive Vice President and Chief Financial Officer effective April 17, 2023. |
50NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT|LCI INDUSTRIES
| (5) | Beginning April 17, 2023, Mr. Hall was no longer Chief Financial Officer but remained a full-time employee of the Company in an advisory role to assist with the CFO transition until May 19, 2023. During that time, Mr. Hall continued to receive his then-current base salary. Following May 19, 2023, Mr. Hall provided transitional advisory services until July 3, 2023, and was paid $10,075 for advisory services that he provided during that time. |
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GRANTS OF PLAN-BASED AWARDS TABLE
The following table summarizes the RSUs and PSUs granted to the NEOs in 2022,2023, as well as potential payouts under the 20222023 AIP:
GRANTS OF PLAN-BASED AWARDS IN 20222023 | | | | Estimated Possible Payouts Under Non-
Equity Incentive Plan Awards(1) | Estimated Future Payouts Under
Equity Incentive Plan Awards | | | Name | Grant Date | Date of Compensation 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) | | Jason D. Lippert | 03/01/22 03/01/22 | 02/22/22 02/22/22 02/22/22 | 924,000 | 1,320,000 | 2,640,000 | -- 14,249(3) | -- 35,622(3) | -- 71,244(3) | 17,811(2) -- | $2,174,189 $4,348,378 | | Brian M. Hall | 03/01/22 03/01/22 | 02/22/22 02/22/22 02/22/22 | 330,750 | 472,500 | 826,875 | -- 2,550(3) | -- 6,376(3) | -- 12,752(3) | 3,826(2) -- | $467,040 $778,318 | | Ryan R. Smith | 03/01/22 03/01/22 | 02/22/22 02/22/22 02/22/22 | 1,120,000 | 1,600,000 | 2,800,000 | 4,145(3) | -- 10,363(3) | -- 20,726(3) | 9,716(2) -- | $1,186,032 $1,265,011 | | Jamie M. Schnur | 03/01/22 03/01/22 | 02/22/22 02/22/22 02/22/22 | 477,400 | 682,000 | 1,193,500 | 4,016(3) | -- 10,039(3) | -- 20,078(3) | 5,020(2) -- | $612,791 $1,225,461 | | Andrew J. Namenye | 03/01/22 03/01/22 | 02/22/22 02/22/22 02/22/22 | 315,000 | 450,000 | 787,500 | 2,429(3) | -- 6,072(3) | -- 12,144(3) | 3,644(2) -- | $444,823 $741,209 |
| | | | | | | Estimated Possible Payouts Under Non-
Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under
Equity Incentive Plan Awards | | | | | | Name | | Grant
Date | | Date of
Compensation
and Human
Capital
Committee
Approval | | Threshold | | Target | | Maximum | | Threshold | | Target | | Maximum | | All Other
Stock
Awards:
Number of
Shares of
Stock or
Units | | Grant Date
Fair Value
of Stock
and Option
Awards(4) | | | | 03/01/23 | | 02/21/23 | | | | | | | | — | | | — | | — | | 20,072(2) | | $2,294,430 | | Jason D. Lippert | | 03/01/23 | | 02/21/23 | | | | | | | | — | (3) | | 42,652(3) | | 85,304(3) | | — | | $4,875,550 | | | | | | 02/21/23 | | 577,500 | | 1,443,750 | | 2,887,500 | | | | | | | | | | | | | | 04/17/23 | | 04/03/23 | | | | | | | | — | | | — | | — | | 3,006(2) | | $335,289 | | Lillian D. Etzkorn | | 04/17/23 | | 04/03/23 | | | | | | | | — | (3) | | 3,818(3) | | 7,636(3) | | — | | $425,860 | | | | | | 04/03/23 | | 141,750 | | 472,500 | | 826,875 | | | | | | | | | | | | | | 03/01/23 | | 02/21/23 | | | | | | | | | | — | | — | | 10,449(2) | | $1,194,425 | | Ryan R. Smith | | 03/01/23 | | 02/21/23 | | | | | | | | — | (3) | | 20,897(3) | | 41,794(3) | | — | | $2,388,736 | | | | | | 02/21/23 | | 499,500 | | 1,665,000 | | 2,913,750 | | | | | | | | | | | | | | 03/01/23 | | 02/21/23 | | | | | | | | | | — | | — | | 6,343(2) | | $725,068 | | Jamie M. Schnur | | 03/01/23 | | 02/21/23 | | | | | | | | —( | (3) | | 14,589(3) | | 29,178(3) | | — | | $1,667,669 | | | | | | 02/21/23 | | 328,500 | | 1,095,000 | | 1,916,250 | | | | | | | | | | | | | | 03/01/23 | | 02/21/23 | | | | | | | | | | — | | — | | 3,910(2) | | $446,952 | | Andrew J. Namenye | | 03/01/23 | | 02/21/23 | | | | | | | | — | (3) | | 6,517(3) | | 13,034(3) | | — | | $744,958 | | | | | | 02/21/23 | | 135,000 | | 450,000 | | 787,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Brian M. Hall | | | | 02/21/23 | | 61,693 | | 205,644 | | 359,877 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
(1) | Amounts shown in this column represent the potential cash payout amounts under the 20222023 AIP for all of the NEOs. The actual payout amounts related to 20222023 performance are disclosed in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. |
|
(2) | Represents the annual grant of RSUs, which vest ratably each year on the first through the third anniversaries of the respective grant date. |
|
(3) | Represents 20222023 ROIC PSUs that would be earned depending on the level of achievement of ROIC-related performance goals over the three-year measurement period of 2022-2024.2023-2025. The final number of units earned could be from 40%0% of target for performance at the threshold level up to 200% of target for maximum performance. Earned 20222023 ROIC PSUs will vest on March 1, 2025.2026. |
|
(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, 2022.2023. Amounts related to PSUs represent the value at the grant date based upon the probable outcome of the performance conditions. |
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| 52 | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES |
Grants of Plan-Based Awards
In February 2022,2023, the Compensation and Human Capital Committee approved the 20222023 AIP, under which participants could earn incentive compensation based on the level of achievement of certain financial performance measurements in 2022,2023, which for 20222023 was based on goals for Adjusted EBIT. In February 2022,2023, the Compensation and Human Capital Committee approved the grant of the 20222023 ROIC PSUs and the annual RSUs under the 2018 Plan to the named executive officers. For additional information regarding the 20222023 AIP and these equity awards, see “Compensation Discussion and Analysis -– Analysis of 20222023 Compensation Decisions.”
Equity Award and Incentive Plans
On May 24, 2018, our stockholders approved the 2018 Plan, which provides that the number of shares of our Common Stock that may be the subject of awards and issued under the 2018 Plan is 1,500,000, plus shares subject to any awards outstanding as of May 24, 2018, under the LCI Industries Equity Award and Incentive Plan, as Amended and Restated (the “2011 Plan”) that subsequently expire, are forfeited or canceled, are settled for cash, are not issued in shares, or are tendered or withheld to pay the exercise price or satisfy any tax withholding obligations related to the award. Following our stockholders’ approval of the 2018 Plan, no further awards may be made under the 2011 Plan. Executive officers and other team members of the Company and its subsidiaries and affiliates, and non-employee Directors, consultants, and others who provide substantial services to the Company and its subsidiaries and affiliates, are eligible to be granted awards under the 2018 Plan. Under the 2018 Plan, the Compensation and Human Capital Committee is authorized to grant stock options, stock appreciation rights, restricted stock awards, stock unit awards, other stock-based awards, and cash incentive awards. There were 1,032,403821,703 shares of our Common Stock available for future awards under the 2018 Plan as of December 31, 2022,2023, which number is calculated using the target number of outstanding PSU awards.
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, 2022:2023:
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | | | | | | | | | | | | | | | Stock Awards | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(1) | | | 03/01/20 | 7,015(2) | $ | 648,537 | | — | — | | | 03/01/20 | 63,130(3) | $ | 5,836,369 | | — | — | | | 03/01/21 | 10,393(2) | $ | 960,833 | | — | — | | Jason D. Lippert | 03/01/22 | 18,519(4) | $ | 1,712,082 | | — | — | | | 03/01/21 | 23,386(5) | $ | 2,162,036 | | — | — | | | 03/01/22 | — | — | 37,039(6) | $ | 3,424,256 | | | | 03/01/20 | 1,147(2) | $ | 106,040 | | — | — | | | 03/01/20 | 10,326(3) | $ | 954,639 | | — | — | | | 03/01/21 | 2,138(2) | $ | 197,658 | | — | — | | Brian M. Hall | 03/01/22 | 3,978(4) | $ | 367,766 | | — | — | | | 03/01/21 | 4,808(5) | $ | 444,500 | | — | — | | | 03/01/22 | — | — | 6,630(6) | $ | 612,944 | | | | 03/01/20 | 1,475(2) | $ | 136,364 | | — | — | | | 03/01/21 | 2,429(2) | $ | 224,561 | | — | — | | Ryan R. Smith | 03/01/22 | 10,102(3) | $ | 933,930 | | — | — | | | 03/01/21 | 5,464(4) | $ | 505,147 | | — | — | | | 03/01/22 | — | — | 10,775(5) | $ | 996,149 | | | | 03/01/20 | 1,022(2) | $ | 94,484 | | — | — | | | 03/01/20 | 9,206(3) | $ | 851,095 | | — | — | | | 03/01/21 | 2,642(2) | $ | 244,253 | | — | — | | Jamie M. Schnur | 03/01/22 | 5,220(4) | $ | 482,589 | | — | — | | | 03/01/21 | 5,946(5) | $ | 549,708 | | — | — | | | 03/01/22 | — | — | 10,438(6) | $ | 964,993 | | | | 03/01/20 | 852(2) | $ | 78,767 | | — | — | | | 03/01/20 | 7,670(3) | $ | 709,092 | | — | — | | | 03/01/21 | 1,408(2) | $ | 130,170 | | — | — | | Andrew J. Namenye | 03/01/22 | 3,789(4) | $ | 350,293 | | — | — | | | 03/01/21 | 3,170(5) | $ | 293,067 | | — | — | | | 03/01/22 | — | — | 6,286(6) | $ | 581,141 | |
| | | | | | | Stock Awards | | | | | | Name | | Grant Date | | Number of Shares
or Units of Stock
That Have Not
Vested | | Market Value of Shares
or Units of Stock
That Have Not
Vested(1) | | Equity Incentive Plan
Awards: Number of
Unearned Shares,
Units, or Other Rights
That Have Not Vested | | Equity Incentive
Plan Awards: Market
or Payout Value of
Unearned Shares,
Units, or Other Rights
That Have Not Vested(1) | | | | | 03/01/21 | | 5,385(2) | | $ | 676,948 | | — | | | — | | | | | 03/01/22 | | 12,795(2) | | $ | 1,608,459 | | — | | | — | | | Jason D. Lippert | | 03/01/21 | | 48,473(3) | | $ | 6,093,541 | | — | | | — | | | | | 03/01/23 | | 20,802(4) | | $ | 2,615,019 | | — | | | — | | | | | 03/01/22 | | — | | | — | | 38,385(5) | | $ | 4,825,378 | | | | | 03/01/23 | | — | | | — | | 44,202(6) | | $ | 5,556,633 | | | | | | | | | | | | | | | | | | Lillian D. Etzkorn | | 04/17/23 | | 3,084(4) | | $ | 387,690 | | — | | | — | | | | | 04/17/23 | | — | | | — | | 3,917(6) | | $ | 492,406 | | | | | | | | | | | | | | | | | | | | 03/01/21 | | 1,258(2) | | $ | 158,143 | | — | | | — | | | | | 03/01/22 | | 6,979(2) | | $ | 877,330 | | — | | | — | | | Ryan R. Smith | | 03/01/21 | | 11,326(3) | | $ | 1,423,791 | | — | | | — | | | | | 03/01/23 | | 10,829(4) | | $ | 1,361,314 | | — | | | — | | | | | 03/01/22 | | — | | | — | | 11,167(5) | | $ | 1,403,804 | | | | | 03/01/23 | | — | | | — | | 21,657(6) | | $ | 2,722,501 | | | | | 03/01/21 | | 1,368(2) | | $ | 171,971 | | — | | | — | | | | | 03/01/22 | | 3,605(2) | | $ | 453,185 | | — | | | — | | | Jamie M. Schnur | | 03/01/21 | | 12,323(3) | | $ | 1,549,124 | | — | | | — | | | | | 03/01/23 | | 6,574(4) | | $ | 826,418 | | — | | | — | | | | | 03/01/22 | | — | | | — | | 10,808(5) | | $ | 1,359,931 | | | | | 03/01/23 | | — | | | — | | 15,119(6) | | $ | 1,900,609 | | | | | 03/01/21 | | 730(2) | | $ | 91,768 | | — | | | — | | | | | 03/01/22 | | 2,618(2) | | $ | 329,109 | | — | | | — | | | Andrew J. Namenye | | 03/01/21 | | 6,571(3) | | $ | 826,040 | | — | | | — | | | | | 03/01/23 | | 4,052(4) | | $ | 509,377 | | — | | | — | | | | | 03/01/22 | | — | | | — | | 6,543(5) | | $ | 822,521 | | | | | 03/01/23 | | — | | | — | | 6,754(6) | | $ | 849,045 | | | | | | | | | | | | | | | | | | Brian M. Hall | | 03/01/22 | | — | | | — | | 6,871(5) | | $ | 863,753 | | | | | | | | | | | | | | | | |
|
(1) | Market value determined based on the closing market price of our Common Stock on December 30, 202229, 2023 (the last trading day of 2022)2023), of $92.45$125.71 per share, multiplied by the number of underlying shares not yet vested. |
|
(2) | Represents RSU awards, including dividends thereon, where applicable, that vest ratably each year on the first through the third anniversaries of the respective March 1st following the grant date. |
|
(3) | Represents the 2020 ROIC PSUs,PSU awards, including dividends thereon, where applicable, that were earned based on achievement of ROIC over the two-year measurement period of 2020-20212021-2022 and vestedvest on March 1, 2023.2024. |
|
(4) | Represents RSU awards, including dividends thereon, where applicable, that vest ratably each year on the first through the third anniversaries of the respective grant date. See “Executive Compensation – Compensation Discussion and Analysis – Analysis of 20222023 Compensation Decisions.” |
|
(5) | Represents PSU awards, including dividends thereon, where applicable, that were earned based on achievement of ROIC over the two-year measurement period of 2021-2022 and vest on March 1, 2024. See “Executive Compensation – Compensation Discussion and Analysis – Analysis of 2022 Compensation Decisions.” |
| (6) | Represents PSU awards, including dividends thereon, where applicable, that are earned based on achievement of ROIC over the three-year measurement period of 2022-2024 and vest on March 1, 2025. |
| (6) | Represents PSU awards, including dividends thereon, where applicable, that are earned based on achievement of ROIC over the three-year measurement period of 2023-2025 and vest on March 1, 2026. See “Executive Compensation – Compensation Discussion and Analysis – Analysis of 20222023 Compensation Decisions.” |
54NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT|LCI INDUSTRIES
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OPTION EXERCISES AND STOCK VESTED
The following table presents the value realized by the NEOs on the vesting of stock-based awards in 2022. 2023. None of our NEOs hold any stock options, and therefore no stock options were exercised in 2022.2023.
OPTION EXERCISES AND STOCK VESTED IN 2022 | | | | | | | | | | | | | Stock Awards | | Name | | Number of Shares
Acquired on Vesting(1) | | | Value Realized
on Vesting(2) | | Jason D. Lippert | | 34,225 | | | | $ | 3,912,357 | | | Brian M. Hall | | 4,335 | | | | $ | 503,156 | | | Ryan R. Smith | | 7,900 | | | | $ | 925,309 | | | Jamie M. Schnur | | 6,529 | | | | $ | 746,507 | | | Andrew J. Namenye | | 3,540 | | | | $ | 394,298 | |
2023
| | Stock Awards | | | | | | | | Number of Shares | Value Realized | | Name | Acquired on Vesting(1) | on Vesting(2) | | Jason D. Lippert | 81,515 | $ | 9,317,980 | | Lillian D. Etzkorn | — | $ | — | | Ryan R. Smith | 6,058 | $ | 692,490 | | Jamie M. Schnur | 13,291 | $ | 1,519,294 | | Andrew J. Namenye | 10,489 | $ | 1,198,998 | | Brian M. Hall | 27,341 | $ | 3,077,389 |
|
(1) | Includes (a) time-based RSUs which vested in 2022.2023 and (b) PSUs granted in 2020, including dividends thereon, where applicable, that were earned based on achievement of ROIC over the two-year measurement period of 2020-2021 and vested on March 1, 2023. |
|
(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
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. 
NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT| LCI INDUSTRIES
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| NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES | 55 |
The following table summarizes activity in the Deferral Plan by thosefor the NEOs who participated in 2022:2023:
NON-QUALIFIED DEFERRED COMPENSATION IN 2022 Name | Executive
Contributions in 2022(1) | Aggregate
Loss in 2022(2) | Aggregate
Withdrawals/
Distributions in 2022 | Aggregate
Balance at
December 31, 2022(3) | | Jason D. Lippert | $ | 1,800,000 | | $ | (2,647,245) | | $ | — | | $ | 14,118,874(4) | | | Brian M. Hall | $ | — | | $ | (83,698) | | $ | (51,668) | | $ | 381,264(5) | | | Ryan R. Smith | $ | 300,000 | | $ | (77,526) | | $ | — | | $ | 478,772(6) | | | Jamie M. Schnur | $ | — | | $ | (690,461) | | $ | — | | $ | 3,288,924(7) | | | Andrew J. Namenye | $ | — | | $ | — | | $ | — | | $ | — | |
2023
| Name | Executive
Contributions in 2023(1) | Aggregate Loss
in 2023(2) | Aggregate
Withdrawals/
Distributions in 2023 | Aggregate
Balance at
December 31, 20233) | | Jason D. Lippert | $ | — | $ | 2,453,625 | $ | — | $ | 16,572,499(4) | | Lillian D. Etzkorn | $ | — | $ | — | $ | — | $ | — | | Ryan R. Smith | $ | 500,000 | $ | 148,517 | $ | — | $ | 1,127,289(5) | | Jamie M. Schnur | $ | 300,000 | $ | 650,506 | $ | — | $ | 4,239,430(6) | | Andrew J. Namenye | $ | — | $ | — | $ | — | $ | — | | Brian M. Hall | $ | — | $ | 65,812 | $ | (42,385) | $ | 404,690(7) |
|
(1) | The executive contributions in 20222023 were withheld from each NEO’s Non-Equity Incentive Plan Compensation in the Summary Compensation Table. |
|
(2) | Amounts represent earnings or losses on the executives’ contributions and have not been included in the Summary Compensation Table. |
|
(3) | Amounts reported in this column previously were reported as compensation to the NEO in the Summary Compensation Table for the previous years. |
|
(4) | Includes cumulative contributions by the participant of $10,392,419, as well as cumulative earnings of $3,726,455.$6,180,080. |
|
(5) | (5)Includes cumulative contributions by the participant of $1,050,000, as well as cumulative earnings of $77,289. |
| (6) | Includes cumulative contributions by the participant of $2,919,950, as well as cumulative earnings of $1,602,814, and cumulative withdrawals of $283,334. |
| (7) | Includes cumulative contributions by the participant of $330,752, as well as cumulative earnings of $102,180,$167,991, and cumulative withdrawals of $51,668.$94,053. |
| (6) | Includes cumulative contributions by the participant of $550,000, as well as cumulative losses of $71,228. |
| (7) | Includes cumulative contributions by the participant of $2,308,407, as well as cumulative earnings of $952,308, and cumulative withdrawals of $283,334. |
POTENTIAL PAYMENTS ON TERMINATION OR CHANGE-IN-CONTROL
Executive Employment Agreements
Each of the NEOs is party to an Executive Employment Agreement with the Company. The Executive Employment Agreements have an initial three-year term with automatic one-year renewals and provide severance payments or other benefits under certain circumstances following termination.
In the event of a termination by the Company without cause (as defined in the Executive Employment Agreement) or by the executive for good reason (as defined in the Executive Employment Agreement), the executive (including each of the NEOs) would be entitled to: (i) an amount equivalent to two years of base salary (at the highest annualized rate in effect at any time within two years of the termination date)(1), (ii) an amount equivalent to two times his or her average bonus during the prior three years (with the average capped at his or her then-current base salary)(2), (iii) amounts payable under the then-current management incentive plan, (iv) accelerated vesting of time-based equity awards, (v) a lump sum amount equivalent to 12 months of COBRA premiums, and (vi) outplacement services for at least six months. The salary and bonus amounts would be paid out in equal weekly payments on the regular payroll cycle over the 24-month period following the termination.
| (1) | Mr. Smith’s Executive Employment Agreement provides for an amount equivalent to three years of base salary (at the highest annualized rate in effect at any time within two years of the termination date). |
| (2) | Mr. Smith’s Executive Employment Agreement provides for an amount equivalent to three times his average bonus during the prior three years (with the average capped at his then-current base salary). |
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In the event of a termination on account of death, the executive would be entitled to: (i) an amount equivalent to one year of base salary, (ii) incentive compensation (excluding equity awards) that the executive would have been entitled to receive at the end of the year, (iii) accelerated vesting of time-based equity awards, and (iv) performance stock awards remaining outstanding subject to their terms. The base salary portion would be paid out in equal weekly payments on the regular payroll cycle, and incentive compensation would be calculated and paid in accordance with the terms of the applicable plan.
In the event of a termination on account of disability, the executive would be entitled to: (i) the difference between the executive’s base salary and the amount of disability payments received pursuant to disability insurance provided in accordance with the agreement, for a period of one year, (ii) incentive compensation (excluding equity awards) that the executive would have been entitled to receive at the end of the year, (iii) accelerated vesting of time-based equity awards, (iv) performance stock awards remaining outstanding subject to their terms, and (v) a lump sum amount equivalent to 12 months of COBRA premiums. The base salary portion would be paid out in equal weekly payments on the regular payroll cycle, and incentive compensation would be calculated and paid in accordance with the terms of the applicable plan.
| (1) | Mr. Smith’s Executive Employment Agreement provides for an amount equivalent to three years of base salary (at the highest annualized rate in effect at any time within two years of the termination date). |
| (2) | Mr. Smith’s Executive Employment Agreement provides for an amount equivalent to three times his average bonus during the prior three years (with the average capped at his then-current base salary). |
56NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT|LCI INDUSTRIES
Executives must sign and not revoke a general release in favor of the Company in order to receive severance or disability amounts under the Executive Employment Agreements. The Executive Employment Agreements for each of the NEOs, excluding Mr. Smith, also include restrictive covenants with respect to non-competition and non-solicitation for a 24-month period following termination of employment and with respect to confidentiality. Mr. Smith’s Executive Employment Agreement includes restrictive covenants with respect to non-competition and non-solicitation for a 36-month period following termination of employment and with respect to confidentiality.
The 2018 Plan and Award Agreements
The 2018 Plan and the related award agreements provide for accelerated vesting under certain circumstances. All unvested RSUs would become fully vested in the event of: (i) the executive’s death or disability; (ii) an approved retirement, a termination of employment by the Company without cause, or a termination by the executive for good reason, except for RSUs with respect to which less than one year has elapsed since the grant date; (iii) a change in control of the Company in which the surviving or successor entity does not continue, assume, or replace unvested RSUs; and (iv) a termination of employment by the Company without cause or a termination by the executive for good reason within 24 months after a change in control of the Company in which the surviving or successor entity continues, assumes, or replaces unvested RSUs.
With respect to PSUs, in the event of: (a) an executive’s death or disability, (1) if that event occurs before the last day of the performance period, the target number of PSUs, prorated, will be deemed earned and will fully vest, and (2) if that event occurs after the conclusion of the performance period, a number of PSUs based on the actual level of achievement of the performance goals will be deemed earned and will fully vest; (b) an executive’s approved retirement, a termination of employment by the Company without cause, or a termination by the executive for good reason, (1) if that event occurs before the last day of the performance period, a number of PSUs based on the actual level of achievement of the performance goals, prorated, will be deemed earned and will fully vest on the scheduled vesting date, and (2) if that event occurs after the conclusion of the performance period, a number of PSUs based on the actual level of achievement of the performance goals will be deemed earned and will fully vest;vest on the scheduled vesting datedate; and (c) a change in control of the Company in which the surviving or successor entity does not continue, assume, or replace unvested PSUs or a termination of employment by the Company without cause or a termination by the executive for good reason within 24 months after a change in control of the Company in which the surviving or successor entity continues, assumes, or replaces unvested PSUs, (1) if that event occurs before the last day of the performance period, the target number of PSUs, prorated, will be deemed earned and will fully vest, and (2) if that event occurs after the conclusion of the performance period, a number of PSUs based on the actual level of achievement of the performance goals will be deemed earned and will fully vest. NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT| LCI INDUSTRIES 57
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POTENTIAL PAYMENTS ON TERMINATION OR CHANGE-IN-CONTROL TABLE
The table below reflects the estimated value of compensation and benefits payable to each of the NEOs, other than Mr. Hall, upon the occurrence of certain events. The amounts in the table are based on a hypothetical termination or change in control date of December 31, 2022.2023.
| 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 | | | $ | 2,200,000 | | | | $ | 1,100,000 | | | | $ | 1,100,000 | | | | $ | — | | | Annual bonus | | | $ | 2,200,000 | | | | $ | — | | | | $ | — | | | | $ | — | | | Current AIP | | | $ | 2,640,000 | | | | $ | 2,640,000 | | | | $ | 2,640,000 | | | | $ | — | | | Other benefits | | | $ | 78,210 | | | | $ | 20,753 | | | | $ | — | | | | $ | — | | | Acceleration of unvested equity | | | $ | 12,461,274 | | | | $ | 12,417,607 | | | | $ | 12,417,607 | | | | $ | 12,417,607 | | | Total Benefits(1) | | | $ | 19,579,484 | | | | $ | 16,178,360 | | | | $ | 16,157,607 | | | | $ | 12,417,607 | | | Brian M. Hall | | | | | | | | | | | | | | | | | | | | | | Base salary | | | $ | 1,050,000 | | | | $ | 525,000 | | | | $ | 525,000 | | | | $ | — | | | Annual bonus | | | $ | 1,050,000 | | | | $ | — | | | | $ | — | | | | $ | — | | | Current AIP | | | $ | 826,875 | | | | $ | 826,875 | | | | $ | 826,875 | | | | $ | — | | | Other benefits | | | $ | 69,262 | | | | $ | 20,753 | | | | $ | — | | | | $ | — | | | Acceleration of unvested equity | | | $ | 2,274,917 | | | | $ | 2,267,090 | | | | $ | 2,267,090 | | | | $ | 2,267,090 | | | Total Benefits(1) | | | $ | 5,271,054 | | | | $ | 3,639,718 | | | | $ | 3,618,965 | | | | $ | 2,267,090 | | | Ryan R. Smith | | | | | | | | | | | | | | | | | | | | | | Base salary | | | $ | 2,400,000 | | | | $ | 800,000 | | | | $ | 800,000 | | | | $ | — | | | Annual bonus | | | $ | 2,400,000 | | | | $ | — | | | | $ | — | | | | $ | — | | | Current AIP | | | $ | 2,800,000 | | | | $ | 2,800,000 | | | | $ | 2,800,000 | | | | $ | — | | | Other benefits | | | $ | 72,370 | | | | $ | 20,753 | | | | $ | — | | | | $ | — | | | Acceleration of unvested equity | | | $ | 2,132,051 | | | | $ | 2,119,355 | | | | $ | 2,119,355 | | | | $ | 2,119,355 | | | Total Benefits(1) | | | $ | 9,804,421 | | | | $ | 5,740,108 | | | | $ | 5,719,355 | | | | $ | 2,119,355 | | | Jamie M. Schnur | | | | | | | | | | | | | | | | | | | | | | Base salary | | | $ | 1,240,000 | | | | $ | 620,000 | | | | $ | 620,000 | | | | $ | — | | | Annual bonus | | | $ | 1,240,000 | | | | $ | — | | | | $ | — | | | | $ | — | | | Current AIP | | | $ | 1,193,500 | | | | $ | 1,193,500 | | | | $ | 1,193,500 | | | | $ | — | | | Other benefits | | | $ | 75,099 | | | | $ | 20,753 | | | | $ | — | | | | $ | — | | | Acceleration of unvested equity | | | $ | 2,543,793 | | | | $ | 2,531,497 | | | | $ | 2,531,497 | | | | $ | 2,531,497 | | | Total Benefits(1) | | | $ | 6,292,392 | | | | $ | 4,365,750 | | | | $ | 4,344,997 | | | | $ | 2,531,497 | | | Andrew J. Namenye | | | | | | | | | | | | | | | | | | | | | | Base salary | | | $ | 1,000,000 | | | | $ | 500,000 | | | | $ | 500,000 | | | | $ | — | | | Annual bonus | | | $ | 1,000,000 | | | | $ | — | | | | $ | — | | | | $ | — | | | Current AIP | | | $ | 787,500 | | | | $ | 787,500 | | | | $ | 787,500 | | | | $ | — | | | Other benefits | | | $ | 70,216 | | | | $ | 20,753 | | | | $ | — | | | | $ | — | | | Acceleration of unvested equity | | | $ | 1,755,102 | | | | $ | 1,748,507 | | | | $ | 1,748,507 | | | | $ | 1,748,507 | | | Total Benefits | | | $ | 4,612,818 | | | | $ | 3,056,760 | | | | $ | 3,036,007 | | | | $ | 1,748,507 | |
As discussed above, Mr. Hall stepped down as our Chief Financial Officer on April 17, 2023, and remained a full-time employee of the Company in an advisory role to assist with the transition of that position until May 19, 2023. Mr. Hall then provided advisory services until July 3, 2023. Mr. Hall’s compensation in 2023 is disclosed in the Summary Compensation Table above.
Under the terms of Mr. Hall’s Executive Employment Agreement, his termination of employment by mutual agreement resulted in no severance benefits being payable to him. However, pursuant to the award agreements governing Mr. Hall’s outstanding RSUs and PSUs, the Compensation and Human Capital Committee determined that Mr. Hall’s termination of employment constituted an “Approved Retirement.”
As a result, 3,758 unvested RSUs and 9,714 unvested earned PSUs held by Mr. Hall vested on May 19, 2023. Based on the closing stock price on that date, such units had an aggregate value of $1,491,931. In addition, the PSUs held by Mr. Hall for the 2022-2024 performance period have been prorated based on his employment from January 1, 2022 through May 19, 2023, and therefore he could earn a maximum of 5,864 PSUs depending on the Company’s performance against the specified goals during the 2022-2024 performance period, and any such earned PSUs will vest on March 1, 2025. Based on the closing stock price on December 29, 2023 (the last trading day of 2023), those 5,864 PSUs had a value of $737,163.
| Name/Benefit | Involuntary Termination
Without Cause or
for Good Reason (2) | Involuntary Termination
Due to Disability(3) | Involuntary Termination
Due to Death | Change in Control; Awards
not Assumed or Involuntary
Termination Without Cause
or for Good Reason Within 24
Months after a
Change in Control (4) | | Jason D. Lippert | | | | | | | | | | Base salary | $ | 2,310,000 | $ | 1,155,000 | $ | 1,155,000 | $ | — | | Annual bonus | $ | 2,310,000 | $ | — | $ | — | $ | — | | Current AIP | $ | — | $ | — | $ | — | $ | — | | Other benefits | $ | 78,716 | $ | 20,280 | $ | — | $ | — | | Acceleration of unvested equity | $ | 16,063,098 | $ | 15,766,590 | $ | 15,766,590 | $ | 15,766,590 | | Total Benefits(1) | $ | 20,761,814 | $ | 16,941,870 | $ | 16,921,590 | $ | 15,766,590 | | Lillian D. Etzkorn | | | | | | | | | | Base salary | $ | 1,050,000 | $ | 525,000 | $ | 525,000 | $ | — | | Annual bonus | $ | — | $ | — | $ | — | $ | — | | Current AIP | $ | — | $ | — | $ | — | $ | — | | Other benefits | $ | 58,451 | $ | 20,280 | $ | — | $ | — | | Acceleration of unvested equity | $ | 551,825 | $ | 547,677 | $ | 547,677 | $ | 547,677 | | Total Benefits(1) | $ | 1,660,276 | $ | 1,092,957 | $ | 1,072,677 | $ | 547,677 | | Ryan R. Smith | | | | | | | | | | Base salary | $ | 2,775,000 | $ | 925,000 | $ | 925,000 | $ | — | | Annual bonus | $ | 2,775,000 | $ | — | $ | — | $ | — | | Current AIP | $ | — | $ | — | $ | — | $ | — | | Other benefits | $ | 62,540 | $ | 20,280 | $ | — | $ | — | | Acceleration of unvested equity | $ | 5,663,948 | $ | 5,564,721 | $ | 5,564,721 | $ | 5,564,721 | | Total Benefits(1) | $ | 11,276,488 | $ | 6,510,001 | $ | 6,489,721 | $ | 5,564,721 | | Jamie M. Schnur | | | | | | | | | | Base salary | $ | 1,460,000 | $ | 730,000 | $ | 730,000 | $ | — | | Annual bonus | $ | 1,460,000 | $ | — | $ | — | $ | — | | Current AIP | $ | — | $ | — | $ | — | $ | — | | Other benefits | $ | 67,112 | $ | 20,280 | $ | — | $ | — | | Acceleration of unvested equity | $ | 4,540,855 | $ | 4,453,361 | $ | 4,453,361 | $ | 4,453,361 | | Total Benefits(1) | $ | 7,527,967 | $ | 5,203,641 | $ | 5,183,361 | $ | 4,453,361 | | Andrew J. Namenye | | | | | | | | | | Base salary | $ | 1,000,000 | $ | 500,000 | $ | 500,000 | $ | — | | Annual bonus | $ | 1,000,000 | $ | — | $ | — | $ | — | | Current AIP | $ | — | $ | — | $ | — | $ | — | | Other benefits | $ | 68,723 | $ | 20,280 | $ | — | $ | — | | Acceleration of unvested equity | $ | 2,587,657 | $ | 2,538,253 | $ | 2,538,253 | $ | 2,538,253 | | Total Benefits | $ | 4,656,380 | $ | 3,058,533 | $ | 3,038,253 | $ | 2,538,253 |
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(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. |
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(2) | For the PSUs granted in 2022,2023, because the NEO would receive the actual number of earned PSUs, prorated, following the end of the performance period, the accelerated amount in the table assumes that the target level of performance is achieved. |
|
(3) | Amounts payable by the Company will be reduced by the disability payments received by the executive. |
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(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. |
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EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information regarding outstanding grants and shares available for grant under our existing equity compensation plan. All information is as of December 31, 2022.2023.
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants, and rights(1)
(a) | Weighted-average exercise price of outstanding options, warrants, and rights(2)
(b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(3)
(c) | | Equity compensation plans approved by security holders | 583,082 | — | 889,476 | | Equity compensation plans not approved by security holders | N/A | N/A | N/A | | Total | 583,082 | — | 889,476 |
| Plan Category | Number of securities to be issued
upon exercise of outstanding
options, warrants, and rights(1)
(a) | Weighted-average exercise
price of outstanding options,
warrants, and rights(2)
(b) | Number of securities remaining
available for future issuance under
equity compensation plans
(excluding securities reflected in
column (a))(3)
(c) | | | | | | | Equity compensation plans approved by security holders | 686,207 | — | 639,080 | | | | | | | | | | | | Equity compensation plans not approved by security holders | N/A | N/A | N/A | | | | | | | Total | 686,207 | — | 639,080 |
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(1) | Consists of DSUs, RSUs, and PSUs. The number of PSUs included in these amounts consists of (a) the actual number of unvested PSUs earned for the completed performance periods that included 2022 andas of December 31, 2023, (b) the maximum number of shares which the participant is eligible to receive if applicable performance metrics are fully achieved with respect to the PSUs granted in 2022 that will be earned depending on the level of achievement of ROIC performance goals over the three-year measurement period of 2022-2024.2022-2024, and (c) the maximum number of shares which the participant is eligible to receive if applicable performance metrics are fully achieved with respect to the PSUs granted in 2023 that will be earned depending on the level of achievement of ROIC performance goals over the three-year measurement period of 2023-2025. The actual number of shares that will be issued under the PSUs referenced in clauseclauses (b) and (c) depends on the performance over the applicable performance period. |
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(2) | DSUs, PSUs, and RSUs do not have an exercise price and, therefore, they have been excluded from the weighted average exercise price calculation in this column. |
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(3) | Pursuant to the 2018 Plan, which was approved by stockholders in May 2018, the Company may grant stock options, stock appreciation rights, restricted stock awards, stock unit awards, other stock-based awards, and cash incentive awards. The number of PSUs included in the amounts in this column in the table removes from the number of securities remaining available for future issuance (a) the actual number of unvested PSUs earned for the completed performance periods as of 2022December 31, 2023 and (b) the maximum number of shares which the participant is eligible to receive if applicable performance metrics are fully achieved with respect to the PSUs described in footnote (1) above. If the target number of unearned PSU awards was used in this calculation, instead of the maximum number used in the table above, the number of shares available for grant of new awards under the 2018 Plan was 1,032,403821,703 as of December 31, 2022.2023. The 2018 Plan is the Company’s only existing equity compensation plan. |
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 2022,2023, our last completed fiscal year: |
•● | the annual total compensation of our median team member was $54,079;$52,618; and |
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•● | the annual total compensation of our CEO, as reported in the Summary Compensation Table included on page 49 of this Proxy Statement, was $10,533,675.$8,642,843. |
Based on this information for fiscal year 2022,2023, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median team member was 195:164:1. We used reasonable estimates in the methodology used to identify the median team member and calculate the annual total compensation of the median team member in a manner consistent with SEC rules and guidance. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K. As of December 31, 2022,2023, our employee population consisted of approximately 11,05010,000 U.S. team members and 1,7251,625 non-U.S. team members. We elected to exclude all of our team members located in Tunisia (approximately 110125 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 12,66511,625 employees (excluding our CEO). We identified our median employee based on the total payroll earnings actually paid during fiscal year 20222023 to the above-mentioned 12,66511,625 members of our workforce (including full-time and part-time), other than our CEO, who were employed on December 31, 2022.2023. For purposes of determining the total payroll earnings actually paid, we included: the amount of base salary the team member received during the year, the amount of any cash incentives paid to the team member in the year (which include annual cash incentives that are generally paid in January or February for performance during the prior fiscal year), and the value of any equity grants that vested during the year based on the value of the shares on the date of vesting. We did not include anyalso included certain adjustments for the value of employer-provided healthcare benefits provided, but we did include certain adjustmentsand 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. NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT| LCI INDUSTRIES61
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PAY VERSUS PERFORMANCE The following table sets forth information regarding compensation of our CEO (referred to as our “PEO” in this section) and our other NEOs (the “Non-PEO NEOs”) on an average basis, along with total shareholder return, net income, and Adjusted EBIT for our fiscal years 2023, 2022, 2021 and 2020, as required by the SEC’s pay versus performance rules. For information regarding the Compensation and Human Capital Committee’s pay-for-performance philosophy and how executive compensation is aligned with Company performance, refer to the CD&A. Pay Versus Performance Tables (“PVP”) Year | SCT Total for PEO(1) | CAP to PEO(4) | Average SCT Total for Non-PEO NEOs(1) | Average CAP to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | Net Income ($mm) | Adjusted EBIT ($mm)(3) | TSR | Peer Group TSR(2) | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2022 | $10,533,675 | $(2,915,608) | $3,770,625 | $1,515,940 | $94 | $102 | $395 | $553 | | 2021 | $10,993,750 | $24,642,255 | $3,792,843 | $5,626,233 | $153 | $151 | $288 | $398 | | 2020 | $9,509,751 | $13,440,874 | $2,299,341 | $2,809,689 | $124 | $123 | $158 | $247 |
| | | | Average SCT | | Value of Initial Fixed $100 | | Adjusted | | | SCT Total | CAP to | Total for Non-PEO | Average CAP to | Investment Based On: | Net Income | EBIT | | Year | for PEO(1) | PEO(4) | NEOs(1) | Non-PEO NEOs(4) | TSR | Peer Group TSR(2) | ($mm) | ($mm)(3) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $8,642,843 | $6,518,542 | $2,281,477 | $1,577,949 | $133 | $108 | $64 | $123 | | 2022 | $10,533,675 | $(2,915,608) | $3,770,625 | $1,515,940 | $94 | $102 | $395 | $553 | | 2021 | $10,993,750 | $24,642,255 | $3,792,843 | $5,626,233 | $153 | $151 | $288 | $398 | | 2020 | $9,509,751 | $13,440,874 | $2,299,341 | $2,809,689 | $124 | $123 | $158 | $247 |
Legend
SCT — “Summary Compensation Table”
CAP — “Compensation Actually Paid”
TSR — “Total Shareholder Return” (1) The following individuals are included as PEO and Non-PEO NEOs in the table above. Years | PEO | Non-PEO NEOs | | 2023 | Jason D. Lippert | Lillian D. Etzkorn | | | Ryan R. Smith | | | Jamie M. Schnur | | | Andrew J. Namenye | | | Brian M. Hall |
| Years | PEO | Non-PEO NEOs | | 2022 - 2020 | Jason D. Lippert
| Brian M. Hall | | | | Ryan R. Smith | | | | Jamie M. Schnur | | | | Andrew J. Namenye |
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(2) | Our peer group for the calculation of TSR is the S&P Composite 1500 Auto Parts & Equipment Index, which is the industry index used in our stock price performance graph in our 20222023 Annual Report to Stockholders. |
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(3) | Adjusted EBIT is identified as our company-selected measure. Adjusted EBIT is a non-GAAP financial measure. Refer to Appendix A to this Proxy Statement for a reconciliation of this non-GAAP financial measure to the corresponding GAAP measure. |
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(4) | The following adjustments were made to adjust SCT total pay in determining CAP. No adjustments were required in respect of stock options as none were granted and included in the SCT during 2020 - 2022.– 2023. |
NEO | Year | SCT Total | Deductions from SCT Total | Additions or Deductions to SCT Total | CAP | Amounts Reported in the Summary Compensation Table Stock Awards Column | Amounts Reported in the Summary Compensation Table for Pension Value ($) | Value of Equity Award Adjustments Calculated in Accordance with CAP Requirements(a) | Value of Service Cost and Prior Service Cost under the Pension Plans | Jason D.
Lippert | 2022 | $10,533,675 | $(6,522,567) | —
| $(6,926,716) | —
| $(2,915,608) | | 2021 | $10,993,750 | $(5,245,239) | —
| $18,893,744 | —
| $24,642,255 | | 2020 | $9,509,751 | $(5,316,527) | —
| $9,247,650 | —
| $13,440,874 | | Average for | 2022 | $3,770,625 | $(1,680,171) | —
| $(574,514) | —
| $1,515,940 | | Non-PEO | 2021 | $3,792,843 | $(1,087,172) | —
| $2,920,563 | —
| $5,626,233 | | NEOs | 2020 | $2,299,341 | $(707,881) | —
| $1,218,229 | —
| $2,809,689 |
| | | | Deductions from SCT Total | Additions or Deductions to SCT Total | | | NEO | Year | SCT Total | Amounts Reported
in the Summary
Compensation
Table Stock Awards
Column | Amounts Reported
in the Summary
Compensation
Table for Pension
Value ($) | Value of Equity
Award Adjustments
Calculated in
Accordance with CAP
Requirements(a) | Value of Service Cost
and Prior Service Cost
under the Pension
Plans | CAP | | | 2023 | $8,642,843 | $(7,169,980) | — | $5,045,679 | — | $6,518,542 | | Jason D. | 2022 | $10,533,675 | $(6,522,567) | — | $(6,926,716) | — | $(2,915,608) | | Lippert | 2021 | $10,993,750 | $(5,245,239) | — | $18,893,744 | — | $24,642,255 | | | 2020 | $9,509,751 | $(5,316,527) | — | $9,247,650 | — | $13,440,874 | | Average for | 2023 | $2,281,477 | $(1,585,792) | — | $882,263 | — | $1,577,949 | | Non-PEO | 2022 | $3,770,625 | $(1,680,171) | — | $(574,514) | — | $1,515,940 | | NEOs | 2021 | $3,792,843 | $(1,087,172) | — | $2,920,563 | — | $5,626,233 | | | 2020 | $2,299,341 | $(707,881) | — | $1,218,229 | — | $2,809,689 |
(a) The following elements comprise the equity fair value adjustments included in CAP. 62NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT|LCI INDUSTRIES
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| NEO | Year | Fair value at fiscal year
(FY) end, of equity awards
granted during the FY that
remained outstanding | Change in fair value at FY end
versus prior FY end for awards
granted in any prior FY that
remained outstanding | Change in fair value at vesting
date versus prior FY end for
awards granted in any prior FY
that vested during the FY | Total Equity
Adjustments
Reflected in CAP | | | 2023 | $2,523,251 | $630,644 | $1,891,784 | $5,045,679 | | Jason D. | 2022 | $3,128,591 | $(6,657,207) | $(3,398,100) | $(6,926,716) | | Lippert | 2021 | $9,113,251 | $9,213,995 | $566,498 | $18,893,744 | | | 2020 | $8,564,877 | $1,017,350 | $(334,577) | $9,247,650 | | Average for | 2023 | $596,067 | $22,340 | $263,856 | $882,263 | | Non-PEO | 2022 | $854,897 | $(1,049,842) | $(379,569) | $(574,514) | | NEOs | 2021 | $1,888,872 | $940,829 | $90,862 | $2,920,563 | | | 2020 | $1,101,643 | $153,430 | $(36,843) | $1,218,229 |
NEO | Year | Fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding | Change in fair value at FY end versus prior FY end for awards granted in any prior FY that remained outstanding | Change in fair value at vesting date versus prior FY end for awards granted in any prior FY that vested during the FY | Total Equity Adjustments Reflected in CAP | | Jason D. Lippert | 2022 | $3,128,591 | $(6,657,207) | $(3,398,100) | $(6,926,716) | | 2021 | $9,113,251 | $9,213,995 | $566,498 | $18,893,744 | | 2020 | $8,564,877 | $1,017,350 | $(334,577) | $9,247,650 | | Average for | 2022 | $854,897 | $(1,049,842) | $(379,569) | $(574,514) | | Non-PEO | 2021 | $1,888,872 | $940,829 | $90,862 | $2,920,563 | | NEOs | 2020 | $1,101,643 | $153,430 | $(36,843) | $1,218,229 |
Relationship Between Compensation Actually Paid and Performance The following charts show, for each of 2020, 2021, 2022, and 2022,2023, the relationship between CAP to our PEO and to the average of our Non-PEO NEOs, to our TSR, our peer group’s TSR, our net income, and our Adjusted EBIT. 
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COMPENSATION ACTUALLY PAID VERSUS NET INCOME 
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COMPENSATION ACTUALLY PAID VERSUS ADJUSTED EBIT
TSR was not used as a performance measure in our 20222023 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 accounted for 100% ofwas the outcomeonly performance measure under our annual cash incentive program in 2022.2023. Even with the weight of this measure in our incentive framework, there is a limited relationship with CAP. Similarly, we do not use GAAP net income in our incentive plans. Accordingly, there is a limited relationship with CAP. Tabular List of Company Performance Measures For the fiscal year ended December 31, 2022,2023, Adjusted EBIT is identified as the most important financial performance measure in linking “compensation actually paid” to our performance; Adjusted EBIT was the only performance measure used in our annual cash incentive program in 2022.2023. The other most important financial performance measure used in 20222023 in linking “compensation actually paid” to our performance is ROIC; ROIC was the only performance measure used in our PSU awards granted in 2022.2023. We only used these two financial measures in our 20222023 incentive plans, so only those two are being disclosed in the following table. | Tabular List of Most Important Measures | | (1) Adjusted EBIT | | | (2) ROIC | |
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TRANSACTIONS WITH RELATED PERSONS The Company currently has nearly 13,00012,000 team members and seeks to employ the most qualified candidates. Consequently, the Company does not preclude the hiring of family members of incumbent Directors and executive officers. The compensation of each of the following team members was established in accordance with the Company’s employment and compensation practices applicable to team members with equivalent qualifications, experience, and responsibilities. During 2022,2023, the Company employed Jason D. Lippert as President and Chief Executive Officer of the Company, who received total salary and incentive compensation of $10,533,675$8,642,843 (see “Executive Compensation -– Summary Compensation Table”), and Lippert Components, Inc. employed Jarod Lippert as Vice President ofChief Marketing and Public Relations,Officer, who received total compensation of $452,083,$481,576, and Jayde Lippert as Business Development Manager, who received total compensation of $211,284.$127,452. Jason D. Lippert, Jarod Lippert, and Jayde Lippert, brothers, have been employed by Lippert Components, Inc. in excess of 28, 21,29, 22, and 89 years, respectively. Approval of Certain Related Person Transactions The Corporate Governance, Nominating, and Sustainability Committee is charged with reviewing and approving or ratifying any transaction between the Company and a related person, which is required to be disclosed under the rules of the SEC. For purposes of this practice, the terms “transaction” and “related person” have the meanings contained in Item 404 of Regulation S-K. In the course of its review and approval or ratification of a transaction, the Corporate Governance, Nominating, and Sustainability Committee shall consider: |
•● | the nature of the related person’s interest in the transaction; |
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•● | the material terms of the transaction, including without limitation, the amount and type of transaction; |
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•● | the importance of the transaction to the related person; |
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•● | the importance of the transaction to the Company; |
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•● | whether the transaction would impair the judgment of a Director or executive officer to act in the best interest of the Company; and |
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•● | any other matters the Committee deems appropriate, including any third-party fairness opinions or other expert review obtained by the Company in connection with the transaction. |
Any Corporate Governance, Nominating, and Sustainability Committee member who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting such approval or ratification; provided, however, that such Director may be counted in determining the presence of a quorum at a meeting of the Committee which considers the transaction. Compensation and Human Capital Committee Interlocks and Insider Participation During a portion or all of fiscal 2022,2023, Messrs. CrespoDeely, Gero, and DeelySirpilla and Mses. Henkels and Mains served on the Compensation and Human Capital Committee of our Board of Directors, all of whom are independent, non-employee Directors. No member of this Committee has had any relationship with our Company requiring disclosure in this Proxy Statement other than service as a Director. No executive officer of the Company serves as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our Board of Directors or Compensation and Human Capital Committee, and there are no “interlocks,” as defined by the SEC. NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT| LCI INDUSTRIES65
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Proposal 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION SEC rules require that the Company seek a non-binding advisory vote from its stockholders to approve the compensation of our NEOs as described in this Proxy Statement. Our executive compensation policy is designed to enable the Company to attract, motivate, and retain highly qualified senior executives who have the skills to drive our continued profitability, growth, and success by providing a competitive compensation opportunity based significantly on performance. Our intent is to provide fair and equitable compensation in a way that rewards executives for achieving specified financial goals. Our performance-related awards are structured to link a substantial portion of our executives’ total potential compensation to the Company’s performance on both a long-term and short-term basis, to recognize individual contributions, as well as overall business results, and to align executive and stockholder interests. Accordingly, we reward performance in excess of pre-established targets of, generally, Adjusted EBIT and ROIC, and we avoided establishing goals that could divert our executives’ attention from the fundamentals of effective and efficient operations. A significant portion of the total compensation paid to our NEOs is in the form of long-term equity. At the Annual Meeting of Stockholders held on May 19, 2022,18, 2023, in the advisory vote, 97%96% of the votes cast voted in favor of the 20212022 compensation. We believe the compensation program changes that we have implemented this year, and have put in place going forward, help align executive and stockholder interests. Although the vote was non-binding, the Compensation and Human Capital Committee reviewed the results of the vote and engaged in the stockholder outreach program described beginning on page 37 of this Proxy Statement. We are requesting stockholder advisory approval of the compensation paid to our NEOs as described in this Proxy Statement, including the disclosures under “Executive Compensation – Compensation Discussion and Analysis,” the compensation tables, and the related information and discussion. The vote is intended to address the overall compensation paid to our NEOs and the policies and practices described in this Proxy Statement. The vote is advisory and therefore not binding on the Company, the Compensation and Human Capital Committee, or the Board of Directors. However, we value the opinions of our stockholders, and we will carefully consider the outcome of the advisory vote on executive compensation when making future compensation decisions. For the reasons stated, the Board of Directors recommends a vote FOR the following non-binding resolution: "“RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables, and related information and discussion, is hereby APPROVED."”
The Board of Directors recommends that you vote FOR adoption ofIn connection with the resolution approvingstockholder preference expressed at the compensation paid to our NEOs as described in this Proxy Statement.
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Proposal 3. ADVISORY VOTE ON FREQUENCY OF VOTE ON EXECUTIVE COMPENSATION
As required pursuant to Section 14(a) of the Securities Exchange Act, we are providing stockholders with a non-binding advisory vote on how frequently we will hold future non-binding advisory votes on executive compensation as provided for in the previous proposal. By voting on this proposal, stockholders may indicate whether they would prefer an advisory vote on executive compensation once every one, two, or three years. In addition, stockholders may abstain from voting. We last conducted a non-binding advisory vote on the frequency of the say-on-pay vote at our 2017 Annual Meeting, of Stockholders, at which a majority of our stockholders voted to hold the say-on-pay vote every year, and we have since held the say-on-pay vote on an annual basis.
Since we are required to hold an advisory vote on frequency at least once every six years, and it has been six years since the last such frequency vote, we are including in this proxy statement a
proposal for a non-binding advisory vote as to whether future say-on-pay votes should be held every year, every two years, or every three years. After consideration, the Board of Directors has determined that anstockholder advisory votevotes on executive compensation that occurs every year continues to be the most appropriate alternative for LCI Industries.will occur on an annual basis. Therefore, the Board of Directors recommends that you vote for an annualnext advisory vote on executive compensation.will occur at the 2025 Annual Meeting.
The Board of Directors will carefully consider the outcome of the vote when making future decisions regarding the frequency of advisory votes on executive compensation. However, because this vote is advisory and non-binding, the Board of Directors may decide that it is in the best interests of the Company and its stockholders to hold an advisory vote more or less frequently than the alternative that has been selected by stockholders.
The Board of Directors recommends that you vote for a frequency of ONE YEAR as most appropriate for the Company and its stockholders at this time.
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Proposal 4.3. RATIFICATION OF APPOINTMENT OF AUDITORS
It is proposed that the stockholders ratify the appointment by the Audit Committee of KPMG LLP (“KPMG”) as independent auditors for the purpose of auditing and reporting on the consolidated financial statements and internal control over financial reporting of the Company for the year ending December 31, 2023.2024. KPMG is an independent registered public accounting firm. It is expected that a representative of that firm will be present at the Annual Meeting and will be afforded the opportunity to make a statement and respond to appropriate questions from stockholders present at the meeting. If the holders of a majority in voting power of the outstanding shares of Common Stock which are present virtually or by proxy at the meeting and entitled to vote thereon do not approve the proposal, the Audit Committee will reconsider its choice, taking into consideration the views of the stockholders, and may, but will not be required to, appoint a different independent registered public accounting firm. Fees for Independent Auditors The following is a summary of the fees billed to the Company by KPMG for professional services rendered for the fiscal years ended December 31, 2022,2023, and 2021:2022:
| | | 2022 | | | 2021 | | | Audit Fees: | | | | | | | | | | | | | | | | | | | | Consists of fees billed for professional services rendered for the annual audit of the Company’s financial statements and for the reviews of the interim financial statements included in the Company’s Quarterly Reports | | $ | 1,750,000 | | | $ | 1,720,000 | | | Audit-Related Fees: | | | | | | | | | | | | | | | | | | | | Consists primarily of fees billed for transaction-related services | | $ | — | | | $ | — | | | Tax Fees: | | | | | | | | | | Consists of fees billed for tax planning and compliance, assistance with the preparation of tax returns, tax services rendered in connection with acquisitions made by the Company, and advice on other tax-related matters | | $ | — | | | $ | — | | | All Other Fees: | | | | | | | | | | | | | | | | | | | | Other Services | | $ | — | | | $ | — | | | | | | | | | | | | | Total | | $ | 1,750,000 | | | $ | 1,720,000 | |
| | | 2023 | | 2022 | | | Audit Fees: | | | | | | | | | Consists of fees billed for professional services rendered for the annual audit of the Company’s financial statements and for the reviews of the interim financial statements included in the Company’s Quarterly Reports | | $ | 1,785,000 | | $ | 1,750,000 | | | Audit-Related Fees: | | | | | | | | | Consists primarily of fees billed for transaction-related services | | $ | — | | $ | — | | | Tax Fees: | | | | | | | | | Consists of fees billed for tax planning and compliance, assistance with the preparation of tax returns, tax services rendered in connection with acquisitions made by the Company, and advice on other tax-related matters | | $ | — | | $ | — | | | All Other Fees: | | | | | | | | | Other Services | | $ | — | | $ | — | | | Total | | $ | 1,785,000 | | $ | 1,750,000 | |
As part of its duties, the Audit Committee is required to pre-approve audit and non-audit services performed by the independent auditors in order to assure that the provision of such services does not impair the auditors’ independence. The Audit Committee does not delegate to Management its responsibilities to preapprovepre-approve services performed by the independent auditors. All services performed by KPMG were approved by the Audit Committee. The Board of Directors recommends that you
vote FOR ratification of the appointment of
KPMG LLP as independent auditors for the year
ending December 31, 2023.
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REPORT OF THE AUDIT COMMITTEE The Audit Committee (the “Committee”) serves as a representative of the Company’s Board of Directors, and is responsible for providing independent, objective oversight of the Company’s (i) financial reporting processes and integrity of the financial statements, (ii) system of internal control, (iii) internal audit function, (iv) appointment, independence, and performance of the independent auditor, and (v) compliance with legal and regulatory requirements and ethical standards. The Audit Committee operates under a written charter, a copy of which is available on the Company’s website at www.lci1.com/investors https://investors.lci1.com under “Governance.” The Audit Committee currently consists of Virginia L. Henkels (Chair), James F. Gero, Tracy D. Graham, Stephanie K. Mains, Linda K. Myers, and Kieran M. O’Sullivan, each of whom satisfies the independence requirement of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and each of whom except Ms. Myers, has been determined by the Board of Directors to be an “audit committee financial expert” as defined by the SEC. Independent Registered Public Accounting Firm In fulfilling the Audit Committee’s oversight responsibility of the external auditor, the Audit Committee reviews the policies and procedures for the engagement of the independent registered public accounting firm, including the scope of the audit, the auditor’s risk assessment and fraud procedures, audit fees, auditor independence matters, performance and work quality of the auditor, the auditor’s familiarity with the Company’s global operations and accounting policies and practices, lead partner selection, and auditor tenure, among other things. The Audit Committee has received the written disclosures and the letter from KPMG LLP ("KPMG"(“KPMG”), the Company’s independent registered public accounting firm for 2022,2023, required by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) regarding KPMG’s communications with the Audit Committee concerning independence, and has discussed with KPMG its independence. Based on this review, the Audit Committee has concluded KPMG is independent. To assist with the Committee’s annual assessment of the performance of the independent registered public accounting firm, the Audit Committee uses an evaluation framework, which includes the solicitation of feedback from members of Management and the Committee. The Audit Committee also reviews the PCAOB Inspection Report and KPMG’s U.S. Transparency Report, among other items to assess audit quality. After considering the items mentioned above, the Audit Committee appointed KPMG as the Company’s independent auditor for 20232024 and believes this appointment is in the best interests of the Company and its stockholders. KPMG has served as the Company’s auditor since 1980, and the current lead audit partner has held that position since 2021. System of Internal Control Management is responsible for establishing and maintaining the Company’s disclosure controls and procedures and its system of internal control over financial reporting. KPMG is responsible for issuing an opinion on the effectiveness of the Company’s internal control over financial reporting. As set forth in its Charter, the Committee regularly discusses and reviews the adequacy of those controls as tested and evaluated by Management and KPMG throughout the year. The Committee acts in an oversight capacity and relies on the work and assurances of Management, other advisors retained by the Company, and KPMG’s evaluation of the effectiveness of the Company’s internal control over financial reporting. NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT| LCI INDUSTRIES69
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Financial Statements Recommendation The Audit Committee has reviewed and discussed with Management and KPMG the Company’s audited financial statements for the year ended December 31, 2022.2023. Management represented to the Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The Audit Committee also reviewed and discussed with Management and KPMG the critical audit matters; critical accounting policies, practices, and estimates; risks; significant unusual transactions; and the other matters required to be discussed by the applicable requirements of the PCAOB and the SEC. KPMG is responsible for performing an audit of the Company’s consolidated financial statements in accordance with the standards of the PCAOB, and to issue a report thereon. Based on the review and discussions referenced above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022,2023, for filing with the SEC. 
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Proposal 4. AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW FOR EXCULPATION OF OFFICERS AS PERMITTED BY DELAWARE LAW In August 2022, the State of Delaware, which is the Company’s state of incorporation, enacted legislation that enables Delaware corporations to limit the personal liability of certain of their officers for monetary damages for breach of the duty of care in certain circumstances, as permitted under Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”). In light of this legislation, the Board of Directors has adopted, and recommends that stockholders approve, an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Restated Certificate”) to allow for exculpation of certain of the Company’s officers to the extent permitted by Delaware law (the “Exculpation Amendment”). The full text of the Exculpation Amendment is provided in the form of Certificate of Amendment to the Restated Certificate (the “Certificate of Amendment”) attached as Appendix B to this proxy statement.
In accordance with the DGCL, the officers who would be covered by the Exculpation Amendment include any officer who, during the course of conduct alleged to be wrongful, (i) is or was the Company’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer, or chief accounting officer; (ii) is or was identified in the Company’s public filings with the SEC as one of the most highly compensated officers of the Company; or (iii) has, by written agreement with the Company, consented to being identified as an officer for purposes of accepting service of process.
The Exculpation Amendment is aligned with the narrow class and type of claims for which certain officers’ liability can be exculpated under Section 102(b)(7) of the DGCL. Accordingly, the Exculpation Amendment would only permit exculpation for direct claims (as opposed to derivative claims made by stockholders on behalf of the Company) and would not apply to: (i) breaches of the duty of loyalty to the Company or its stockholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) any transaction in which the officer derived an improper personal benefit.
In considering whether to propose the Exculpation Amendment, the Board of Directors considered that the role of an officer (like the role of a director) often requires them to make time-sensitive decisions on critical matters that can create substantial risk of investigations, claims, actions, lawsuits, or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. The Board of Directors believes the proposed Exculpation Amendment better aligns the protections available to the Company’s officers with those currently available to the Company’s directors and would lower the risk of plaintiffs’ lawyers adding officers to direct claims relating to breaches of the duty of care, which can lead to increased litigation and insurance costs.
In addition, the Board believes that the Exculpation Amendment would better position the Company to continue to attract and retain top executive talent by providing protection against the potential exposure to liabilities and costs of defense tied to such claims. For these reasons, and taking into account the narrow class of officers and the limits on the types of claims for which those officers’ liability would be exculpated, the Board of Directors determined that approval of the Exculpation Amendment to allow for exculpation of certain of the Company’s officers is advisable and in the best interests of the Company and its stockholders.
| | The foregoing report of the Audit Committee shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall this information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by reference into a filing.70 | AUDIT COMMITTEENOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Virginia L. Henkels, Chair |
James F. Gero
Tracy D. Graham
Stephanie K. Mains
Linda K. Myers
Kieran M. O’Sullivan LCI INDUSTRIES
| | |
The Exculpation Amendment also provides that if the DGCL is amended after approval by the stockholders to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or an officer of the Company shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. If the stockholders approve the Exculpation Amendment, it will become effective upon the filing of the Certificate of Amendment with the Delaware Secretary of State, which the Company anticipates doing immediately following stockholder approval. Other than the replacement of the existing Article SIXTH, the remainder of the Company’s Restated Certificate will remain unchanged after effectiveness of the Certificate of Amendment. The complete text of the proposed Exculpation Amendment is included in the form of Certificate of Amendment attached as Appendix B to this proxy statement.
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TRANSACTION OF OTHER BUSINESS As of the date of this Proxy Statement, the only business which Management intends to present, or knows that others will present, at the Annual Meeting is that set forth herein. If any other matter or matters are properly brought before the Annual Meeting, or any adjournment or postponement thereof, it is the intention of the persons named in the proxy solicited from holders of the Common Stock to vote the proxy on such matters in accordance with their judgment, subject to NYSE rules. 
STOCKHOLDER PROPOSALS FOR THE 20242025 ANNUAL MEETING
In order for a stockholder proposal to be considered for inclusion in the Company’s Proxy Statement for the Annual Meeting to be held in 2024,2025, the Company must receive the written proposal at its principal executive offices on or before December 8, 2023.5, 2024. The proposal must comply with SEC regulations regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Additionally, the Company’s bylaws establish an advance notice procedure relating to director nominations and stockholder proposals that are not submitted for inclusion in the Company’s Proxy Statement, but that the stockholder instead wishes to present directly at an annual meeting. To be properly brought before the Annual Meeting to be held in 2024,2025, the stockholder must give timely written notice of the nomination or proposal to: Corporate Secretary LCI Industries 52567 Independence Ct. Elkhart, Indiana 46514 To be timely, a stockholder’s notice must be delivered not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary of the preceding year’s annual meeting. For the Annual Meeting to be held in 2024,2025, such notice must be delivered no earlier than January 19, 2024,16, 2025, and no later than February 18, 2024.15, 2025. In the event that the date of the annual meeting is advanced by more than 30 or delayed by more than 70 days from such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting and the 10th day following the day on which public announcement of the date of such meeting is first made. The notice must contain specified information about each nominee or the proposed business and the stockholder making the nomination or proposal. A copy of the Company’s bylaws, including the advance notice requirements, may be obtained upon request to the Company’s Secretary at the address noted above. In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our nominees for the Annual Meeting to be held in 2025 must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended, no later than March 19, 2024.17, 2025. |
By Order of the Board of Directors, | |
| | | | Executive Vice President, Chief Legal Officer, and Corporate Secretary | |
April 4, 2024 
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APPENDIX A RECONCILIATION OF NON-GAAP FINANCIAL MEASURES Under the Company’s 20222023 AIP approved by the Compensation and Human Capital Committee for the Company’s senior officers, participants earn incentive compensation based on the results of Company financial performance measurements for the program year which, for 2022,2023, was based on Adjusted EBIT, a non-GAAP measure. The Company defines Adjusted EBIT as consolidated net income beforeadjusted for interest and taxes (labeled “Operating profit” on the Company’s Consolidated Statement of Income), 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. Adjusted EBIT is not calculated in accordance with, nor is it a substitute for, GAAP measures. The Company considers non-GAAP Adjusted EBIT as a profitability measure in evaluating and managing the Company’s operations and in evaluating the performance of its senior officers. The determination of Adjusted EBIT may not be comparable to similarly titled measures used by other companies. A reconciliation of Adjusted EBIT to net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, is provided below. | (in thousands) | | Year Ended
December 31, 2022 | | | Year Ended
December 31, 2021 | | | Year Ended
December 31, 2020 | | | Net income, as reported GAAP | | $ | 394,974 | | | $ | 287,739 | | | $ | 158,440 | | | Add back: | | | | | | | | | | | | | | Interest expense, net | | $ | 27,573 | | | $ | 16,366 | | | $ | 13,453 | | | Provision for income taxes | | $ | 130,481 | | | $ | 94,305 | | | $ | 51,041 | | | Adjusted EBIT (non-GAAP) | | $ | 553,028 | | | $ | 398,410 | | | $ | 222,934 | |
| (in thousands) | | Year Ended December 31, 2023 | | | Year Ended December 31, 2022 | | | Year Ended December 31, 2021 | | | Year Ended December 31, 2020 | | | Net income, as reported GAAP | | $ | 64,195 | | | $ | 394,974 | | | $ | 287,739 | | | $ | 158,440 | | | Add back: | | | | | | | | | | | | | | | | | | Interest expense, net | | $ | 40,424 | | | $ | 27,573 | | | $ | 16,366 | | | $ | 13,453 | | | Provision for income taxes | | $ | 18,809 | | | $ | 130,481 | | | $ | 94,305 | | | $ | 51,041 | | | Adjusted EBIT (non-GAAP) | | $ | 123,428 | | | $ | 553,028 | | | $ | 398,410 | | | $ | 222,934 | |
The Company defines EBITDA as consolidated net income, before interest, taxes, depreciation, and amortization (labeled “Operating profit” on the Company’s Consolidated Statement of Income), adjusted to exclude interest expense, net, provision for income taxes, depreciation expense and amortization expense, and, if applicable for a certain period, as 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. EBITDA is not calculated in accordance with, nor is it a substitute for, GAAP measures. The Company considers non-GAAP EBITDA as a profitability measure in evaluating and managing the Company’s operations and in evaluating the performance of its senior officers. The determination of EBITDA may not be comparable to similarly titled measures used by other companies. A reconciliation of EBITDA to net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, is provided below. | (in thousands) | | Year Ended
December 31, 2022 | | | Year Ended December 31, 2021 | | | Net income, as reported GAAP | | $ | 394,974 | | | $ | 287,739 | | | Add back: | | | | | | | | | | Interest expense, net | | $ | 27,573 | | | $ | 16,366 | | | Provision for income taxes | | $ | 130,481 | | | $ | 94,305 | | | Depreciation expense | | $ | 72,839 | | | $ | 64,755 | | | Amortiztion expense | | $ | 56,373 | | | $ | 47,565 | | | EBITDA (non-GAAP) | | $ | 682,240 | | | $ | 510,730 | |
| (in thousands) | | Year Ended December 31, 2023 | | | Year Ended December 31, 2022 | | | Net income, as reported GAAP | | $ | 64,195 | | | $ | 394,974 | | | Add back: | | | | | | | | | | Interest expense, net | | $ | 40,424 | | | $ | 27,573 | | | Provision for income taxes | | $ | 18,809 | | | $ | 130,481 | | | Depreciation expense | | $ | 74,693 | | | $ | 72,839 | | | Amortiztion expense | | $ | 57,075 | | | $ | 56,373 | | | EBITDA (non-GAAP) | | $ | 255,196 | | | $ | 682,240 | |
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APPENDIX B 
LCI Industries, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
| 1. | Article SIXTH of the Restated Certificate of Incorporation of the Corporation, as amended, is hereby amended to read in its entirety as follows: |
SIXTH: The Corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto. If Section 145 shall be repealed, the Corporation shall indemnify any persons, and to the same extent, as it would have been able to do under Section 145 in the form Section 145 existed immediately before its repeal as if it had not been repealed. The by-laws of the Corporation as adopted and amended from time to time by the Board of Directors may make any provision with respect to the indemnification permitted by this Article SIXTH in furtherance of the indemnification provisions of this Article SIXTH, provided such by-law or by-laws are not inconsistent with this Article SIXTH or Section 145, and provided further that no by-law in any way diminishes the scope or extent of the indemnification provided for in this Article SIXTH or in Section 145. No director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or an officer, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, (iv) for any transaction from which the director or officer derived an improper personal benefit, or (v) in the case of an officer, in any action by or in the right of the Corporation. If the Delaware General Corporation Law is amended after approval by the stockholders of this provision to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or an officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.
| 2. | The amendment described herein has been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware. |
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by [______________________________], its [__________], this [__] day of [_______], 2024.
| LCI INDUSTRIES | | | | By: | | | | Name: | | | | Title: |
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