LCI INDUSTRIES
For the period ended May 16, 2024. Filed Apr 4, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 16, 2024 · Filed Apr 4, 2024
Contents
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”)
| 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 | $247 |
Legend
SCT — “Summary Compensation Table”
CAP — “Compensation Actually Paid”
TSR — “Total Shareholder Return”
(1) The following individuals are included as PEO and Non-PEO NEOs in the table above.
| Years | PEO | Non-PEO NEOs |
| 2023 | Jason D. Lippert | Lillian D. Etzkorn |
| Ryan R. Smith | ||
| Jamie M. Schnur | ||
| Andrew J. Namenye | ||
| Brian M. Hall | ||
| Years | PEO | Non-PEO NEOs |
| 2022 - 2020 | Jason D. Lippert | Brian M. Hall |
| Ryan R. Smith | ||
| Jamie M. Schnur | ||
| Andrew J. Namenye | ||
| (2) | Our peer group for the calculation of TSR is the S&P Composite 1500 Auto Parts & Equipment Index, which is the industry index used in our stock price performance graph in our 2023 Annual Report to Stockholders. |
| (3) | Adjusted EBIT is identified as our company-selected measure. Adjusted EBIT is a non-GAAP financial measure. Refer to Appendix A to this Proxy Statement for a reconciliation of this non-GAAP financial measure to the corresponding GAAP measure. |
| (4) | The following adjustments were made to adjust SCT total pay in determining CAP. No adjustments were required in respect of stock options as none were granted and included in the SCT during 2020 – 2023. |
| Deductions from SCT Total · Additions or Deductions to SCT Total | |||||||
|---|---|---|---|---|---|---|---|
| NEO | Year | SCT Total | Amounts Reported in the Summary Compensation Table Stock Awards Column | Amounts Reported in the Summary Compensation Table for Pension Value ($) | 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.
| 62 | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES |
| 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 |
Relationship Between Compensation Actually Paid and Performance
The following charts show, for each of 2020, 2021, 2022, and 2023, the relationship between CAP to our PEO and to the average of our Non-PEO NEOs, to our TSR, our peer group’s TSR, our net income, and our Adjusted EBIT.
COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN
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 2023 annual cash incentive or equity programs. However, the fact that stock price impacts the value of outstanding and vested equity awards means that there is some relationship between CAP and our TSR performance.
Our company-selected measure is Adjusted EBIT, which was the only performance measure under our annual cash incentive program in 2023. Even with the weight of this measure in our incentive framework, there is a limited relationship with CAP. Similarly, we do not use GAAP net income in our incentive plans. Accordingly, there is a limited relationship with CAP.
Tabular List of Company Performance Measures
For the fiscal year ended December 31, 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 2023. The other most important financial performance measure used in 2023 in linking “compensation actually paid” to our performance is ROIC; ROIC was the only performance measure used in our PSU awards granted in 2023. We only used these two financial measures in our 2023 incentive plans, so only those two are being disclosed in the following table.
Tabular List of Most Important Measures
(1) Adjusted EBIT
(2) ROIC
| 64 | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.