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 2024 Annual Report carefully before voting.
2025 ANNUAL MEETING OF STOCKHOLDERS
| Date and Time: | May 15, 2025, at 9:00 A.M. ET |
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| Place: | www.virtualshareholdermeeting.com/LCII2025 |
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| Record Date: | March 21, 2025 |
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VOTING MATTERS AND BOARD RECOMMENDATIONS
| Voting Matter · Board Recommendation · Page Number with More Information |
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| Proposal 1: | Election of nine Directors | FOR each nominee | 17 |
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| Proposal 2: | Advisory vote to approve the compensation of the Company’s named executive officers | FOR | 66 |
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| Proposal 3: | To ratify the appointment of KPMG LLP as independent auditor for the Company for the year ending December 31, 2025 | FOR | 67 |
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DIRECTOR NOMINEES
For more information, visit page 20
| 6 | NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES |
Business Overview
MARKETS SERVED
BRAND PORTFOLIO
| NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES | 7 |
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Corporate Governance Highlights
| ✓ | 8 of 9 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 |
2024 Compensation
SUMMARY COMPENSATION TABLE
| Name Principal Position | Year | Salary | Stock Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total |
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| Jason D. Lippert President and Chief Executive Officer | 2024 | $1,195,000 | $6,681,590 | $2,004,074 | $278,434 | $10,159,098 |
| 2023 | $1,155,000 | $7,169,980 | $— | $317,863 | $8,642,843 | |
| 2022 | $1,100,000 | $6,522,567 | $2,640,000 | $271,108 | $10,533,675 | |
| Lillian D. Etzkorn Executive Vice President and Chief Financial Officer | 2024 | $575,000 | $1,179,245 | $492,594 | $76,611 | $2,323,450 |
| 2023 | $364,580 | $761,149 | $— | $259,261 | $1,384,990 | |
| Ryan R. Smith Group President - North America | 2024 | $957,000 | $3,247,927 | $1,918,206 | $165,557 | $6,288,690 |
| 2023 | $925,000 | $3,583,161 | $— | $163,884 | $4,672,045 | |
| 2022 | $800,000 | $2,451,043 | $2,800,000 | $125,288 | $6,176,331 | |
| Jamie M. Schnur Group President - Aftermarket | 2024 | $755,000 | $2,218,840 | $1,219,842 | $120,267 | $4,313,949 |
| 2023 | $730,000 | $2,392,737 | $— | $123,448 | $3,246,185 | |
| 2022 | $620,000 | $1,838,252 | $1,193,500 | $105,074 | $3,756,826 | |
| Andrew J. Namenye Executive Vice President, Chief Legal Officer, and Corporate Secretary | 2024 | $525,000 | $1,179,245 | $537,375 | $80,753 | $2,322,373 |
| 2023 | $500,000 | $1,191,910 | $— | $82,165 | $1,774,075 | |
| 2022 | $500,000 | $1,186,032 | $708,750 | $81,027 | $2,475,809 | |
For more information, visit page 49.
Executive Compensation Highlights
| ✓ | 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 |
| 8 | NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES |
