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 2025 Annual Report carefully before voting.
2026 ANNUAL MEETING OF STOCKHOLDERS
| Date and Time: | May 12, 2026, at 9:00 A.M. ET |
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| Place: | www.virtualshareholdermeeting.com/LCII2026 |
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| Record Date: | March 20, 2026 |
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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 eight 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 | 63 |
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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, 2026 | FOR | 64 |
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| Proposal 4: | To approve the LCI Industries Amended 2018 Omnibus Incentive Plan | FOR | 67 |
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DIRECTOR NOMINEES
| Nominee · Age · Director Since · Principal Occupation · Independent · Other Public Boards · Committee Memberships |
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| A · CHC · CGNS · R · SACD |
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| Tracy D. Graham* | 52 | 2016 | Managing Partner of Graham Allen Partners | ● | 1 | ● | | ● | |
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| Brendan J. Deely | 60 | 2011 | Chief Executive Officer and President of EFC International | ● | 0 | | ● | ● | Chair |
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| Virginia L. Henkels | 57 | 2017 | Former Chief Financial Officer and Secretary of Empowerment & Inclusion Capital I Corp. | ● | 2 | Chair | ● | | ● | |
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| Jason D. Lippert | 53 | 2007 | President and Chief Executive Officer of the Company | | 1 | |
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| Stephanie K. Mains | 58 | 2021 | Former Chief Executive Officer of LSC Communications MCL, LLC | ● | 2 | ● | ● | | ● |
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| Linda K. Myers | 62 | 2022 | Former Partner at Kirkland & Ellis LLP | ● | 3 | | Chair | ● | ● |
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| Kieran M. O’Sullivan | 64 | 2015 | President, Chief Executive Officer, and Chairman of the Board of CTS Corporation | ● | 1 | ● | | ● | Chair | |
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| John A. Sirpilla | 59 | 2019 | Founder and Chief Executive Officer of Encourage LLC | ● | 0 | | Chair | | ● | ● |
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| A - Audit | R - Risk |
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| CHC - Compensation and Human Capital | SACD - Strategy, Acquisition, and Capital Deployment |
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| CGNS - Corporate Governance, Nominating, and Sustainability | * - Chairman of the Board |
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For more information, visit page 20
| 6 | NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES |
| 2025 Business Performance Highlights |
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| $4.1B | $188M | $412M | 6.8% |
| Net sales of $4.1 billion, up 10% year-over-year | Net income of $188 million, or $7.57 per diluted share, up 32% year-over-year | EBITDA(1) of $412 million, up 20% year-over-year | Operating profit margin of 6.8% in 2025, up from 5.8% in 2024 |
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| $331M | $243M | $818M |
| Cash flows from operating activities of $331 million | Returned $243 million to stockholders through quarterly dividends and share repurchases | Strong liquidity position with $223 million of cash and cash equivalents and $595 million of availability on revolving credit facility at December 31, 2025 |
| (1) EBITDA is defined as net income adjusted for interest expense, net, provision for income taxes, depreciation expense, and amortization expense. Refer to Appendix A to this Proxy Statement for a reconciliation of this non-GAAP financial measure to the corresponding GAAP measure. | |
| NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES | 7 |
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Corporate Governance Highlights
| • | 7 of 8 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) |
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| • | Guidelines for Business Conduct Applicable to All Team Members and Directors |
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| • | Code of Ethics for Senior Financial Officers |
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| • | No Supermajority Voting Requirements |
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| • | No Shareholder Rights Plan (Poison Pill) |
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| • | Board Oversight of Environmental Stewardship, Sustainability, and Human Capital |
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2025 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 | 2025 | $1,195,000 | $6,221,621 | $2,345,838 | $331,402 | $10,093,861 |
| 2024 | $1,195,000 | $6,681,590 | $2,004,074 | $278,434 | $10,159,098 | |
| 2023 | $1,155,000 | $7,169,980 | $— | $317,863 | $8,642,843 | |
| Lillian D. Etzkorn Executive Vice President and Chief Financial Officer | 2025 | $630,000 | $1,215,212 | $655,225 | $94,405 | $2,594,842 |
| 2024 | $575,000 | $1,179,245 | $492,594 | $76,611 | $2,323,450 | |
| 2023 | $364,580 | $761,149 | $— | $259,261 | $1,384,990 | |
| Ryan R. Smith Group President - North America | 2025 | $957,000 | $3,024,277 | $2,245,326 | $184,157 | $6,410,760 |
| 2024 | $957,000 | $3,247,927 | | 1,918,206 | $165,557 | $6,288,690 |
| 2023 | $925,000 | $3,583,161 | $— | $163,884 | $4,672,045 | |
| Jamie M. Schnur Group President - Aftermarket | 2025 | $755,000 | $2,066,225 | $1,427,867 | $139,412 | $4,388,504 |
| 2024 | $755,000 | $2,218,840 | $1,219,842 | $120,267 | $4,313,949 | |
| 2023 | $730,000 | $2,392,737 | $— | $123,448 | $3,246,185 | |
| Andrew J. Namenye Former Executive Vice President, Chief Legal and HR Officer, and Corporate Secretary | 2025 | $380,288 | $1,213,308 | $— | $3,759,890 | $5,353,486 |
| 2024 | $525,000 | $1,179,245 | $537,375 | $80,753 | $2,322,373 | |
| 2023 | $500,000 | $1,191,910 | $— | $82,165 | $1,774,075 | |
For more information, visit page 48.
Executive Compensation Highlights
| • | Establish challenging performance goals in incentive plans |
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| • | Maintain robust stock ownership guidelines for named executive officers and Directors |
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| • | Require termination of employment in addition to a change in control for accelerated equity vesting (double trigger) |
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| • | Require non-competition agreement for receipt of equity awards |
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| • | Subject executives’ incentive-based compensation to clawback |
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| • | Limit executive perquisites |
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| 8 | NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT | LCI INDUSTRIES |
