LCI INDUSTRIES
For the period ended May 16, 2024. Filed Apr 4, 2024.
View on SEC.govAbout this filing
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
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider, and you should read the entire Proxy Statement and our 2023 Annual Report carefully before voting.
2024 ANNUAL MEETING OF STOCKHOLDERS
| Date and Time: | May 16, 2024, at 9:00 A.M. ET |
|---|---|
| Place: | www.virtualshareholdermeeting.com/LCII2024 |
| Record Date: | March 22, 2024 |
VOTING MATTERS AND BOARD RECOMMENDATIONS
| Voting Matter · Board Recommendation · Page Number with More Information | |||
|---|---|---|---|
| Proposal 1: | Election of ten Directors | FOR each nominee | 17 |
| Proposal 2: | Advisory vote to approve the compensation of the Company’s named executive officers | FOR | 66 |
| Proposal 3: | To ratify the appointment of KPMG LLP as independent auditor for the Company for the year ending December 31, 2024 | FOR | 67 |
| Proposal 4: | Approval of an amendment to the Company’s Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law | FOR | 70 |
DIRECTOR NOMINEES
For more information, visit page 20
| 6 | NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES |
BUSINESS OVERVIEW
MARKETS SERVED
| NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES | 7 |
|---|
CORPORATE GOVERNANCE HIGHLIGHTS
| ✓ | 9 of 10 Director Nominees are Independent |
|---|---|
| ✓ | Independent Chairman of the Board |
| ✓ | Annual Election of All Directors |
| ✓ | Directors Elected by Majority Vote in Uncontested Director Elections |
| ✓ | Annual Board and Committee Evaluations |
| ✓ | Extensive Board Oversight of Risk Management, Including Separate Risk Committee |
| ✓ | Non-Employee Directors Regularly Meet Without Management Present |
| ✓ | Single Class Voting Structure (One Share, One Vote) |
|---|---|
| ✓ | Guidelines for Business Conduct Applicable to All Team Members and Directors |
| ✓ | Code of Ethics for Senior Financial Officers |
| ✓ | No Supermajority Voting Requirements |
| ✓ | No Shareholder Rights Plan (Poison Pill) |
| ✓ | Board Oversight of Environmental, Sustainability, and Social Matters |
2023 COMPENSATION
SUMMARY COMPENSATION TABLE
| Name Principal Position · Year · Salary · Stock Awards · Non-Equity Incentive Plan Compensation · All Other Compensation · Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Jason D. Lippert President and Chief Executive Officer | 2023 2022 2021 | $ $ $ | 1,155,000 1,100,000 1,085,620 | $ $ $ | 7,169,980 6,522,567 5,245,239 | $ $ $ | – 2,640,000 4,500,000 | $ $ $ | 317,863 271,108 162,891 | $ $ $ | 8,642,843 10,533,675 10,993,750 |
| Lillian D. Etzkorn Executive Vice President and Chief Financial Officer | 2023 | $364,580 | $771,725 | $– | $259,261 | $1,395,566 | |||||
| Ryan R. Smith Group President - North America | 2023 2022 2021 | $ $ $ | 925,000 800,000 750,000 | $ $ $ | 3,583,161 2,451,043 1,225,688 | $ $ $ | – 2,800,000 4,375,000 | $ $ $ | 163,884 125,288 78,504 | $ $ $ | 4,672,045 6,176,331 6,429,192 |
| Jamie M. Schnur Group President - Aftermarket | 2023 2022 2021 | $ $ $ | 730,000 620,000 600,000 | $ $ $ | 2,392,737 1,838,252 1,333,487 | $ $ $ | – 1,193,500 2,100,000 | $ $ $ | 123,448 105,074 67,737 | $ $ $ | 3,246,185 3,756,826 4,101,224 |
| Andrew J. Namenye Executive Vice President, Chief Legal Officer, and Corporate Secretary | 2023 2022 2021 | $ $ $ | 500,000 500,000 445,578 | $ $ $ | 1,191,910 1,186,032 710,954 | $ $ $ | – 708,750 743,750 | $ $ $ | 82,165 81,027 51,525 | $ $ $ | 1,774,075 2,475,809 1,951,807 |
| Brian M. Hall Former Executive Vice President and Chief Financial Officer | 2023 2022 2021 | $ $ $ | 303,883 525,000 500,000 | $ $ $ | – 1,245,358 1,078,559 | $ $ $ | – 826,875 1,050,000 | $ $ $ | 26,210 76,302 60,588 | $ $ $ | 330,093 2,673,535 2,689,147 |
For more information, visit page 49.
EXECUTIVE COMPENSATION HIGHLIGHTS
| ✓ | Pay for performance |
|---|---|
| ✓ | Establish challenging performance goals in incentive plans |
| ✓ | Maintain robust stock ownership guidelines for named executive officers and Directors |
| ✓ | Require termination of employment in addition to a change in control for accelerated equity vesting (double trigger) |
| ✓ | Require non-competition agreement for receipt of equity awards |
|---|---|
| ✓ | Subject executives’ incentive-based compensation to clawback |
| ✓ | Limit executive perquisites |
| ✓ | Do not provide excise tax gross-ups |
| 8 | 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.