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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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April 4, 2024

Tracy D. Graham Chairman, Lippert Board of Directors

Dear Fellow Stockholders:

You are cordially invited to join us for our 2024 Annual Meeting of Stockholders, which will be held in a virtual format only on May 16, 2024, at 9:00 A.M. ET.

The Notice of Annual Meeting of Stockholders and the Proxy Statement that follow describe the business to be conducted at the annual meeting. Members of our Board of Directors and executive officer team plan to be present at the meeting and available to answer questions regarding the Company.

Your vote is very important. Whether or not you expect to attend the meeting, we encourage you to submit your proxy through the Internet or by mail. This will ensure that your shares are represented at the meeting. Even if you submit a proxy, you may revoke it at any time before it is voted. If you attend the meeting and wish to vote via the online platform, you will be able to do so even if you have previously submitted a proxy through the Internet or by mail.

We appreciate your continued support of our Company.

LCI INDUSTRIES

3501 County Road 6 East

Elkhart, Indiana 46514

Notice of Annual Meeting of Stockholders to be held May 16, 2024

NOTICE IS HEREBY GIVEN to the holders of common stock of LCI Industries that the Annual Meeting of Stockholders of LCI Industries (the “Company”) will be held in a virtual format only on May 16, 2024, at 9:00 A.M. ET, for the following purposes:

The Board of Directors has fixed March 22, 2024, as the record date for the meeting, and only holders of record of the Company’s common stock at the close of business on that date will be entitled to vote on all matters to be considered at the meeting or any adjournment or postponement thereof.

A list of all stockholders entitled to vote at the meeting will be available for inspection at the Company’s office for ten days prior to the meeting.

Dated: April 4, 2024

Elkhart, IN

NOTICE TO HOLDERS OF COMMON STOCK

TABLE OF 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

VOTING MATTERS AND BOARD RECOMMENDATIONS

DIRECTOR NOMINEES

For more information, visit page 20

BUSINESS OVERVIEW

MARKETS SERVED

CORPORATE GOVERNANCE HIGHLIGHTS

2023 COMPENSATION

SUMMARY COMPENSATION TABLE

For more information, visit page 49.

EXECUTIVE COMPENSATION HIGHLIGHTS

ENVIRONMENTAL & SOCIAL

The Company released its latest Corporate Social Responsibility (CSR) Report in May 2023. We plan to publish our next CSR Report in the second quarter of 2024, which will, for the first time, align with the Task Force on Climate-related Financial Disclosures (TCFD) framework. The Company continues to report in line with the Sustainability Accounting Standards Board (SASB) and Global Reporting Initiative (GRI) frameworks for sustainability disclosures. Our CSR Reports elaborate on the Company’s commitments, such as reducing its environmental footprint, updating policies, and enhancing procedures and standards relating to team members’ health and safety. The CSR Reports are available on the Company’s website at www.lci1.com/sustainability.

ENVIRONMENTAL

The Company’s approach to sustainability is guided by our passion to protect and invest in the communities that we call home. We integrate sustainability into our everyday actions by conscious resource selection and process improvements that aim to lessen our environmental footprint and promote efficiency. Our teams embrace lean initiatives, and we consistently invest in comprehensive training, advanced machinery, and eco-friendly energy alternatives to provide safer processes, cost savings, and a healthier environment.

OUR CORE VALUES

Our core values define us. Our Company’s culture and shared values drive our attitudes, behaviors, and actions, every day, at every facility. The Company’s Leadership Development Team brings the Company’s core values to life through transformative company culture initiatives and numerous learning opportunities for our team members.

SOCIAL RESPONSIBILITY

2023 SOCIAL IMPACT

LCI INDUSTRIES

3501 County Road 6 East

Elkhart, Indiana 46514

PROXY STATEMENT - 2024 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

The Board of Directors of LCI Industries, a Delaware corporation (the “Company,” “we,” “us,” or “our”), is soliciting proxies for use at the Annual Meeting of Stockholders to be held in a virtual format on May 16, 2024, at 9:00 A.M. ET, or any adjournment or postponement thereof, at which holders of record of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), at the close of business on March 22, 2024 (the “Record Date”), shall be entitled to vote on all matters considered at the meeting. You may access the Annual Meeting of Stockholders via the Internet through www.virtualshareholdermeeting.com/LCII2024.

The Company’s stockholders will receive a Notice of Internet Availability of Proxy Materials (the “Notice”), which was or will be sent to stockholders on or about April 4, 2024, containing information on the availability of the proxy materials on the Internet. Stockholders will not receive a printed copy of the proxy materials unless previously requested or requested in the manner described in the Notice. The Notice explains how to access and review this Proxy Statement and our 2023 Annual Report to Stockholders, and how you may vote by proxy.

All valid proxies received by the Company (whether by mail or via the Internet) in time for the Annual Meeting will be voted in the manner indicated on the proxies and, if no voting instructions are indicated, “FOR” the Directors named in Proposal 1 and “FOR” Proposals 2, 3, and 4. If specific instructions are indicated, the proxies will be voted in accordance with such instructions. Each proxy may be revoked at any time after it is submitted, except as to matters upon which, prior to such revocation, a vote shall have been cast pursuant to the authority conferred by such proxy. A proxy may be revoked by giving written notice of revocation to the Secretary of the Company, by giving a proxy with a later date, or by attending the Annual Meeting and voting virtually. Attendance at the Annual Meeting alone will not revoke a proxy.

If you are the record holder of your shares (that is, you hold shares of the Company’s Common Stock in your own name and not through your broker or another nominee), you may choose to submit your proxy via the Internet. The website to submit your proxy via the Internet is www.proxyvote.com. You may submit your proxy via the Internet 24 hours a day until 11:59 P.M. ET on May 15, 2024. You will be able to confirm that your instructions have been properly recorded. If your shares are held in “street name” (that is, in the name of a bank, broker, or other holder of record), you will receive instructions from the holder of record that you must follow in order for your shares to be voted. Submitting your proxy via the Internet will also be available to stockholders owning shares held in “street name.” If you submit your proxy via the Internet, you do not need to return a proxy card.

The cost of solicitation by the Company, including postage, printing, and handling, and the expenses incurred by brokerage firms, custodians, nominees, and fiduciaries in forwarding proxy materials to beneficial owners, will be borne by the Company. The solicitation is to be made primarily by mail, but may be supplemented by telephone calls, emails, and personal solicitation. Management may also use the services of Directors and team members of the Company to solicit proxies, without additional compensation.

THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (INCLUDING THE CONSOLIDATED FINANCIAL STATEMENTS), IS PART OF THE ANNUAL REPORT TO STOCKHOLDERS THAT ACCOMPANIES THIS PROXY STATEMENT. ADDITIONAL COPIES WILL BE FURNISHED TO ANY STOCKHOLDER WITHOUT CHARGE UPON REQUEST TO THE COMPANY AT 3501 COUNTY ROAD 6 EAST, ELKHART, INDIANA 46514, TELEPHONE (574) 535-1125, E-MAIL LCII@LCI1.COM. THE ANNUAL REPORT ON FORM 10-K IS ALSO AVAILABLE THROUGH LINKS ON THE COMPANY’S WEBSITE AT HTTPS://INVESTORS.LCI1.COM AND AT WWW.PROXYVOTE.COM.

VOTING SECURITIES

The Company’s Common Stock trades on the New York Stock Exchange (“NYSE”) under the symbol “LCII.”

Stockholders of record will be entitled to one vote on each matter for each share of Common Stock held on the Record Date. At the close of business on the Record Date, there were 25,448,136 shares of our Common Stock outstanding and eligible to vote at the Annual Meeting. A majority in voting power of the outstanding shares of Common Stock entitled to vote at the meeting must be present or represented by proxy at the meeting in order to have a quorum for the transaction of business. Abstentions and broker non-votes will be treated as shares present for the purpose of determining the presence of a quorum.

“Broker non-votes” means shares held of record by a broker for which the broker has not received voting instructions from the beneficial owner of the shares and lacks the authority to vote the shares in its discretion. Proposals 1, 2, and 4 fall within this category. Accordingly, if you hold your shares in “street name” and wish your shares to be voted on Proposals 1, 2, and 4, you must give your broker voting instructions. Proposal 3 is considered to be a discretionary item, and your broker will be able to vote on this proposal even if it does not receive instructions from you.

If the persons present or represented by proxy at the meeting constitute the holders of less than a majority in voting power of the outstanding shares of Common Stock as of the Record Date, the Annual Meeting may be adjourned to a subsequent date for the purpose of obtaining a quorum. Votes will be tabulated by the inspector of election appointed for the meeting, who will separately tabulate affirmative and negative votes, abstentions, and, if applicable, broker non-votes.

VOTE REQUIRED ON PROPOSALS

The votes required to approve each of the proposals, and the impact of abstentions and broker non-votes, if any, on each of the proposals, are as follows:

We are not currently aware of any other business to be acted upon at the Annual Meeting. If, however, other matters are properly brought before the meeting, or any adjournment or postponement of the meeting, your proxy includes a grant of discretionary authority to the individuals appointed to vote your Common Stock or act on those matters according to their best judgment, including to adjourn the Annual Meeting.

PRINCIPAL HOLDERS OF VOTING SECURITIES

Set forth below is information with respect to each person known to the Company on March 15, 2024, to be the beneficial owner of more than five percent of any class of the Company’s voting securities. Unless otherwise noted, the stockholders listed in the table have sole voting and investment power with respect to the shares of Common Stock owned by them.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Set forth below is information with respect to beneficial ownership on March 15, 2024, of the Company’s voting securities by each Director, each of whom is a nominee for election, by each of our executive officers named in the Summary Compensation Table herein, and by all current Directors and executive officers of the Company as a group. Unless otherwise noted, the stockholders listed in the table have sole voting and investment power with respect to the shares of Common Stock owned by them, and their address is c/o LCI Industries, 3501 County Road 6 East, Elkhart, Indiana 46514.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s executive officers and Directors, and persons who beneficially own more than ten percent of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC.

Based on its review of the copies of such forms and representations from its Directors and executive officers, the Company believes that during 2023, all such filing requirements were satisfied.

Locations as of 12/31/23

Proposal 1. ELECTION OF DIRECTORS

DIRECTOR SKILLS AND EXPERIENCES

The following matrix highlights our Director nominees’ primary skills and experiences. This matrix is intended as a high-level summary and not an exhaustive list of each Director’s skills or contributions to the Board.

OUR DIRECTOR NOMINEES

Following the recommendation of the Corporate Governance, Nominating, and Sustainability Committee, the Board of Directors has nominated the ten persons named below for election to the Board of Directors at the Annual Meeting. Each of the nominees was elected to his or her present term of office at the Annual Meeting of Stockholders held on May 18, 2023.

	Tracy D. Graham   Mr. Graham, 50, Chairman of the Board of Directors, has been a member of our Board of Directors since 2016. Mr. Graham is Chief Executive Officer and Chief Investment Officer of Graham-Allen Partners, a private equity firm focused on acquiring and growing technology and technology-enabled companies. Prior to forming Graham-Allen Partners in 2009, he served as Vice President of SMB Technology Services for Cincinnati Bell, one of the nation’s leading regionally focused local exchange, wireless, and data center providers. Mr. Graham also successfully built and sold three technology companies over a 12-year period, including GramTel USA, Inc., a provider of managed data center and related services to mid-sized businesses, which was sold to Cincinnati Bell. Mr. Graham is a director of 1st Source Corporation, a publicly owned bank holding company headquartered in South Bend, Indiana. He also serves on the board of directors of The Horton Group, a national insurance, employee benefits, and risk advisory firm. He is also a member of the Board of Trustees at the University of Notre Dame, his alma mater.   Mr. Graham has over 26 years of executive and leadership experience with technology-based and growth-oriented companies, as well as a multifaceted understanding of the data technology and cybersecurity issues facing businesses today.
	Committees: Audit; Corporate Governance, Nominating, and Sustainability
	Brendan J. Deely   Mr. Deely, 58, has been a member of our Board of Directors since 2011. Mr. Deely is Chief Executive Officer and President of EFC International, a premier global solutions provider of specialty engineered fasteners and components. From 2018 until 2023, Mr. Deely was the President and Chief Executive Officer of Banner Solutions, a leading wholesaler of commercial, residential, and electronic access control door hardware and security products. From 2016 to March 2018, he was an independent director and then President and Chief Executive Officer of A.H. Harris Construction Supplies, a leading distributor of construction supplies and equipment. From 2004 until December 2014, Mr. Deely was President and Chief Executive Officer of L&W Supply Corporation, a subsidiary of USG Corporation, and from 2008 until November 2014, he was Senior Vice President of USG Corporation, a publicly owned manufacturer and distributor of high-performance building systems. For more than five years prior thereto, Mr. Deely held various executive positions with USG Corporation and its subsidiaries. He is a current Board member of Dayton Superior Corporation, a leading single-source provider of concrete accessories, chemicals, and forming products for the non-residential construction industry.   Mr. Deely has extensive experience with respect to corporate management, operations, supply chain, and compensation matters, and extensive experience with socially responsible organizations.
	Committees: Corporate Governance, Nominating, and Sustainability; Risk; Strategy, Acquisition, and Capital Deployment (chair)

	James F. Gero   Mr. Gero, 79, has been a member of our Board of Directors since 1992. Mr. Gero is a private investor and served as Chairman of the Board of Orthofix International, N.V., a publicly owned international supplier of orthopedic devices for bone fixation and stimulation, from 2004 to December 2013. Mr. Gero also serves as a director of Intrusion, Inc., a publicly owned supplier of security software.   Mr. Gero has extensive experience with respect to corporate management and leadership, strategic planning, and compensation matters, and has public company board experience.
	Committees: Compensation and Human Capital; Corporate Governance, Nominating, and Sustainability
	Virginia L. Henkels   Ms. Henkels, 55, has been a member of our Board of Directors since 2017. Ms. Henkels most recently was Chief Financial Officer and Secretary of Empowerment & Inclusion Capital I Corp., a mission-based special purpose acquisition company (SPAC) focused on promoting equity and inclusion until February 2023. From 2008 to 2017, Ms. Henkels served as Executive Vice President, Chief Financial Officer, and Treasurer of Swift Transportation Company, a then publicly traded transportation services company, where she led numerous capital market transactions, including its 2010 initial public offering. She also held various finance and accounting leadership positions with increasing responsibilities since 2004 at Swift Transportation and from 1990 to 2002 at Honeywell International, Inc., a global diversified technology and manufacturing company. Ms. Henkels is currently a member of the National Association of Corporate Directors and the Women’s Corporate Director organizations. Ms. Henkels also serves on the board of directors of Viad Corp., a publicly traded full-service live events and travel experience company, and Isaac Instruments, a privately-held solutions provider of transportation technology to simplify trucking. Previously, Ms. Henkels served on the board of directors of Echo Global Logistics, Inc., a provider of technology-enabled transportation and supply chain management solutions from 2018 until it was acquired by The Jordan Companies in November 2021.   Formerly a CPA, Ms. Henkels has extensive experience with finance, accounting, capital markets, and investor relations, as well as experience in strategy development, risk management, mergers and acquisitions, audit, corporate culture, and corporate governance.
	Committees: Audit (chair); Compensation and Human Capital; Risk
	Jason D. Lippert   Mr. Lippert, 51, has been a member of our Board of Directors since 2007. Mr. Lippert became Chief Executive Officer of the Company in May 2013, was also appointed President of the Company in May 2019, and has been Chief Executive Officer of Lippert Components since February 2003. Mr. Lippert has over 29 years of experience with the Company and its subsidiaries, and he has served in a wide range of leadership positions. Since November 1, 2021, Mr. Lippert also serves on the board of directors of Quanex Building Products Corporation, a publicly traded manufacturer of components sold to Original Equipment Manufacturers (OEMs) in the building products industry.   Mr. Lippert has particular knowledge of the industries and customers to which we sell our products, as well as extensive experience with strategic planning, acquisitions, marketing, manufacturing, and the sale of our products.

	Stephanie K. Mains   Ms. Mains, 56, has been a member of our Board of Directors since 2021. Ms. Mains has served as Chief Executive Officer of LSC Communications MCL, LLC, a portfolio company of Atlas Holdings, since April 2021. Ms. Mains has over 30 years of experience across diverse industry segments, including aviation, energy, and transportation, and in the last 15 years, building and expanding global service businesses serving industrial, oil and gas, utility, distributed power, and electrification spaces. Prior to her current role, she held the interim Chief Executive Officer role for GE Power Conversion, a $1B advanced electrification and digital solutions business, leading the business to a profitable turnaround through COVID-19 in 2020. From 2015-2019, she served as the President and Chief Executive Officer of Industrial Solutions, a GE and later ABB company. She led Industrial Solutions, a $2.7B GE business delivering technologies that distribute, protect, and control electricity, through a transformation and divestiture to ABB. From 2013-2015, Ms. Mains served as President and Chief Executive Officer of GE Distributed Power Global Services, where she integrated and grew a $2.2B global business platform, servicing technologies that provide at the point of use power to the oil and gas, utilities, mining, and industrial segments. From 2006 until 2013, she held positions of increasing responsibility in GE Energy from General Manager to Vice President. During this time, she led the global build-out and transformation of a $4B service operation providing power equipment and services to utility and oil and gas customers. Prior to joining GE Energy, she spent 16 years across multiple GE businesses in financial and leadership positions, including Chief Financial Officer of GE Aviation Services-Contractual Services and Material Solutions, a $4B aviation material services business. Ms. Mains also serves on the board of directors of Diamondback Energy, Inc., an independent oil and natural gas company; Gates Industrial Corporation plc, a global manufacturer of innovative, highly engineered power transmission and fluid power solutions; and Stryten Manufacturing, a manufacturer of premium battery solutions, which is a private portfolio company of Atlas Holdings.   Ms. Mains has extensive experience building and leading global businesses across multiple industrial and services segments. She has expertise in strategy and portfolio development, financial management, acquisitions and integrations, digital transformation, global expansion, manufacturing and service capability development, customer engagement models, organization talent development, and global cultural evolution.
	Committees: Audit; Compensation and Human Capital
	Linda K. Myers   Ms. Myers, 60, has been a member of our Board of Directors since November 2022. Most recently, Ms. Myers served as a partner and seasoned member of the senior leadership team at Kirkland & Ellis LLP (“Kirkland”), a large multi-national law firm, from 1996 through February 2022. During her time at Kirkland, Ms. Myers served on the Global Management Executive Committee and established Kirkland’s Diversity Integration Task Force, which determines policy and structural enhancements to execute the firm’s commitment to diversity at all levels. Ms. Myers is also a founding member of Kirkland’s Women’s Leadership Initiative. Ms. Myers currently serves on the board of directors of Gibraltar Industries, a leading manufacturer and provider of products and services for the renewable energy, residential, agtech, and infrastructure markets. At Gibraltar, she serves as Chair of the Gibraltar Nominating, Governance & Corporate Social Responsibility Committee and a member of its Audit & Risk Committee, Capital Structure & Asset Management Committee, and Compensation & Human Capital Committee. In January of 2024, Ms. Myers joined the board of Marex Group plc, a UK based financial services company. She is a member of its Renumeration Committee and Audit & Compliance Committee. Ms. Myers also holds board leadership roles at Kinzie Capital Partners, National Philanthropic Trust, Chicago Shakespeare Theater, and Lyric Opera of Chicago.   Ms. Myers has extensive financial and legal acumen, as well as leadership abilities which are of significant value to LCI Industries, our Board of Directors, and our stockholders.
	Committees: Corporate Governance, Nominating, and Sustainability (chair); Risk; Strategy, Acquisition, and Capital Deployment
	Kieran M. O’Sullivan   Mr. O’Sullivan, 62, has been a member of our Board of Directors since 2015. Mr. O’Sullivan is President, Chief Executive Officer, and Chairman of the Board of CTS Corporation, a publicly owned designer and manufacturer of electronic components and sensors to original equipment manufacturers in the automotive, communications, medical, defense and aerospace, industrial, and computer markets. Prior to joining CTS in 2013, he served as Executive Vice President of Continental AG’s Global Infotainment and Connectivity Business and led the NAFTA Interior Division, having joined Continental AG, a global automotive supplier, in 2006.   Mr. O’Sullivan has over 27 years of leadership experience in operations, strategy, mergers and acquisitions, and finance roles in the manufacturing services, electronics, and automotive business segments, experience in global markets, as well as experience as a sitting President and Chief Executive Officer of a publicly owned corporation.
	Committees: Audit; Corporate Governance, Nominating, and Sustainability; Risk (chair)

	David A. Reed   Mr. Reed, 76, has been a member of our Board of Directors since 2003. Mr. Reed is President of a privately held family investment management company. Mr. Reed retired as Senior Vice Chair for Ernst & Young LLP in 2000 where he held several senior U.S. and global operating, administrative, and marketing roles in his 26-year tenure with the firm. He served on Ernst & Young LLP’s Management Committee and Global Executive Council from 1991 to 2000. His experience includes service as a director for several publicly owned, venture capital, and private equity-based companies since 2000.   Mr. Reed has accounting and financial acumen, with particular knowledge of financial reporting and taxation, and has public company board experience.
	Committees: Risk; Strategy, Acquisition, and Capital Deployment
	John A. Sirpilla   Mr. Sirpilla, 57, has been a member of our Board of Directors since 2019. Mr. Sirpilla is Chief Executive Officer and the founder of Encourage LLC, a small family office focused on investing in retail, medical development, and health management. From 2003 to 2012, Mr. Sirpilla served as President of Camping World Accessory Stores, a 140-store nationwide retail chain serving the RV industry. In 2012, Mr. Sirpilla was promoted to Chief Business Development Officer for the parent company of Camping World and Good Sam, where he led store operations, logistics, and new business development until his retirement in 2017. Mr. Sirpilla formerly served as Chairman of the Board for the Stark County Catholic Schools and the United Way of Greater Stark County. Mr. Sirpilla is a current Board member of the Pro Football Hall of Fame, Aultman Health Foundation, TecTraum Inc., Wellspring Financial Services, and Society Brands.   Mr. Sirpilla has over 30 years of executive and leadership experience in the RV industry, as well as extensive knowledge and expertise in investments and strategic planning.
	Committees: Compensation and Human Capital (chair); Risk; Strategy, Acquisition, and Capital Deployment

Unless contrary instructions are indicated, the persons named as proxies in the form of proxy solicited from holders of our Common Stock will vote for the election of the nominees indicated above. If any such nominees should be unable or unwilling to serve, the persons named as proxies will vote for such other person or persons as may be proposed by the Board of Directors. The Board of Directors has no reason to believe that any of the named nominees will be unable or unwilling to serve.

CORPORATE GOVERNANCE AND RELATED MATTERS

The following table reflects the current membership of each Board Committee:

Name	Audit Committee	Compensation and Human Capital Committee	Corporate Governance, Nominating, and Sustainability Committee	Risk Committee	Strategy, Acquisition, and Capital Deployment Committee
Tracy D. Graham
Brendan J. Deely					Chair
James F. Gero
Virginia L. Henkels	Chair
Stephanie K. Mains
Linda K. Myers			Chair
Kieran M. O’Sullivan				Chair
David A. Reed
John A. Sirpilla		Chair

 

DIRECTOR COMPENSATION 

The following table summarizes compensation paid to non-employee Directors during fiscal 2023: 

DISCUSSION OF DIRECTOR COMPENSATION

The Corporate Governance, Nominating, and Sustainability Committee has responsibility for recommending to the Board compensation and benefits for non-employee Directors. In discharging this duty, the Committee is guided by three goals: (1) compensation should fairly pay Directors for the time and service they provide; (2) compensation should align the interests of Directors with the long-term interests of stockholders; and (3) the structure of the compensation should be simple, transparent, and easy for stockholders to understand. The Corporate Governance, Nominating, and Sustainability Committee believes these goals are served by providing non-employee Directors with an annual retainer fee, fees for each meeting attended, or any combination thereof, and an annual stock-based award. Prior to determining compensation for non-employee Directors for fiscal 2023, the Corporate Governance, Nominating, and Sustainability Committee also consulted with Willis Towers Watson, the Committee’s independent compensation consultant, regarding Director compensation mix and total compensation for Board and Committee service.

For fiscal 2023, non-employee Directors received a combination of an annual cash retainer of $100,000, which covers a Director’s attendance at up to 20 Board and Committee meetings, and an annual grant of RSUs valued at approximately $150,000 on the date of grant, which occurs on the date of the Annual Meeting following their election to the Board for a one-year term. Attendance at any meetings in excess of the 20 earns additional compensation of $1,500 per meeting. The Chairman of the Board and the Chair of each of the Audit Committee, the Compensation and Human Capital Committee, the Corporate Governance, Nominating, and Sustainability Committee, the Risk Committee, and the Strategy, Acquisition, and Capital Deployment Committee received an additional annual fee for the additional responsibilities related to their respective positions. The following table sets forth the additional annual fees for the Board and Committee Chairs that were in effect during 2023:

Annual retainer fees, meeting attendance fees, and chair fees are paid on a quarterly basis.

Non-employee Directors who join the Board of Directors other than on the date of an Annual Meeting receive pro-rated retainer amounts and equity awards.

As described in more detail in footnote (1) to the table above, to encourage our Directors’ long-term ownership of the Common Stock of the Company, non-employee Directors may elect to accept DSUs in lieu of cash compensation in payment of Directors’ fees.

Directors who are team members of the Company do not receive additional fees or other compensation for serving as Directors.

EXECUTIVE COMPENSATION 

A MESSAGE FROM OUR COMPENSATION AND HUMAN CAPITAL COMMITTEE

Fiscal year 2023 proved to be extremely challenging given the macroeconomic conditions that depressed the RV and marine OEM markets. Throughout 2023, LCI Industries continuously adjusted to the changing environment while driving performance in the other adjacent industries and positioning itself for the future with innovative product launches. Despite a reduction in revenue and operating income, we generated $527 million of cash flow from operating activities in 2023, which reflects the strength of our diversified businesses, especially the Aftermarket business, and our commitment to operational discipline and improvement. The strong cash flow helped us create a solid balance sheet, setting ourselves up to drive profitable growth as production in RV begins to rebound in 2024. We were also pleased to see the strength of our R&D capabilities and culture of innovation reflected in the strong market response to our 2023 product releases, which have helped contribute to nearly $200 million in net new business commitments for 2024. Our experienced leadership team’s deep industry knowledge and our team members’ commitment to driving our business forward will guide us in 2024 and beyond.

As the Compensation and Human Capital Committee, we strive to pay for performance to ensure the goals and objectives of the executive leadership team are aligned with those of our stockholders, and, at the same time, we maintain pay programs that help retain and motivate Management to drive long-term success for LCI Industries.

As you review the following Compensation Discussion and Analysis, you will see that the determinations for our named executive officers were informed by our business performance and our commitment to our compensation principles. For 2023, we did not make major changes to the compensation program, reflecting positive investor feedback to the program in the 2022 say-on-pay vote. Anticipating softness in the market, for 2023 we lowered the target under the Annual Incentive Plan relative to 2022 in order to more appropriately match our named executive officers’ goal with expected business performance. However, we did not achieve threshold adjusted EBIT. Accordingly, our NEOs received a 0% payout under the Annual Incentive Plan for 2023.

We were pleased to welcome Ms. Lillian Etzkorn, our new Executive Vice President and Chief Financial Officer, to LCI Industries in 2023. We are confident that Ms. Etzkorn’s esteemed career and industrial and manufacturing expertise will help us deliver on our next chapter of growth. In April 2023, we approved the 2023 equity grants awarded to Ms. Etzkorn in connection with her appointment as CFO. In addition, we thank Mr. Brian Hall, our former Chief Financial Officer, for his integral support during his 10 years with the Company.

The Compensation and Human Capital Committee of the Board of Directors oversees LCI Industries’ executive compensation philosophy and reviews and approves compensation for our named executive officers. While LCI Industries’ Management and our independent compensation consultant provide input, it is the sole responsibility of the Compensation and Human Capital Committee to approve our executive compensation philosophy, plans, policies, programs, and decisions. We look forward to reporting on our performance and compensation programs in the future, and we thank you for your engagement.

The Compensation and Human Capital Committee 

John A. Sirpilla, Chairman 

James F. Gero 

Virginia L. Henkels 

Stephanie K. Mains

BUSINESS PERFORMANCE HIGHLIGHTS

In fiscal year 2023, our continued focus on diversification priorities and operational discipline supported our performance despite a challenging industry environment. Macroeconomic conditions, such as inflation and higher interest rates, contributed to a 37% decrease in North American wholesale RV shipments in 2023. The marine and manufactured housing markets were also down year over year. Despite these decreases, we saw strength in our Aftermarket business, as well as solid results and leadership in our other businesses. Given the significant softness in the RV and marine OEM markets, we took significant steps to right size our workforce, consolidate facilities and otherwise streamline our operations. These operational improvements leave us well-positioned to drive growth as production normalizes. We also focused on cash flow driving a $261 million reduction in inventory and our competitiveness with numerous new product launches, driven by world-class R&D capabilities, that are already leading to new business commitments in 2024. Some highlights from 2023:

COMPENSATION DISCUSSION AND ANALYSIS

LCI Industries supplies highly engineered components primarily to the OEMs of recreational vehicles, buses, trailers, trucks, boats, trains, manufactured housing, and their related aftermarkets. We strive to be a leading supplier for component parts manufacturing in the markets in which we compete. Executing on this strategy requires a team of highly engaged and motivated leaders, who are rewarded in line with the performance they deliver.

To ensure our leaders are driven to deliver excellence for our team members, our customers, and our stockholders, our executive compensation program is designed to link business priorities with performance.

OUR EXECUTIVE COMPENSATION PHILOSOPHY

Our executive compensation program is based on a pay-for-performance philosophy and is designed to:

This Compensation Discussion and Analysis (“CD&A”) describes the 2023 compensation of our named executive officers (“NEOs”) listed below. It also provides an overview of our executive compensation program, which we continue to refine based on stockholder feedback, competitive market practice, and Company performance.

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, certain equity awards held by Mr. Hall vested, and he retained certain equity awards, as further described below under “—Equity Awards – Mr. Hall’s RSUs and PSUs.” In addition, due to the timing of Mr. Hall’s termination, he did not receive any salary adjustments or equity awards in 2023, and he did not participate in the 2023 annual cash incentive program. As a result, this section generally does not include Mr. Hall when discussing 2023 compensation determinations and actions.

SUMMARY OF OUR 2023 DECISIONS

The Compensation and Human Capital Committee makes decisions regarding named executive officer total compensation (base salary, annual cash incentive objectives and payments, and annual equity grants) in connection with our annual performance review process. The table below summarizes its decisions as well as updates to the compensation programs for 2023 and 2024.

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 (other than Mr. Hall) is 80%.

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 2023, the performance-based components of our executive compensation program were designed as follows:

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.

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STOCKHOLDER 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 2023, 96% of the votes cast approved the compensation of our named executive officers.

Our management team had regular interactions with investors throughout 2023 to discuss our business, operating environment, financial results, and sustainability efforts at a series of conferences and meetings. In addition to company-hosted events and quarterly conference calls, LCI Industries held more than 40 investor calls, attended four investor conferences, and participated in four non-deal investor meetings. Furthermore, our management team was present at three investor group events 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 2024 and into the future. The Board strongly believes in engagement, communication, and transparency with the Company’s stockholders.

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.

ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

Though the Compensation and Human Capital Committee has ultimate responsibility for compensationrelated 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.

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Role of the Executive
Compensation Peer Group

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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:

ANALYSIS OF 2023 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.

2023 Base Salary Decisions

Certain NEOs received base salary increases effective January 1, 2023. These increases aligned the NEOs’ base salaries more closely with the competitive market practice for their respective roles.

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2024 Base Salary Decisions

The NEOs received base salary increases effective January 1, 2024. These increases align these NEOs’ base salaries more closely with the competitive market practice for their respective roles.

Annual Cash Incentive

Under our 2023 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 2023, the Compensation and Human Capital Committee approved the annual performance metrics, goals, and payout structure for the 2023 AIP. For 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.

The 2023 Target Incentive for Messrs. Lippert, Smith, and Schnur was increased from the prior year to align with the competitive market practice for their respective roles.

The 2023 Adjusted EBIT target goal was set at $303 million, a 31% 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:

Under the 2023 AIP, to the extent the overall threshold for Adjusted EBIT of $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 2023 AIP, Adjusted EBIT means the Company’s 2023 consolidated net income adjusted 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.

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2023 Annual Incentive Plan Determinations

In February 2024, the Committee met and determined the degree to which the Adjusted EBIT goal under the 2023 AIP was achieved. Actual Adjusted EBIT results in 2023 were $123 million, resulting in a payout level of 0% of the Target Incentive amount for all of the 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 2023 AIP:

(1) Mr. Hall’s incentive payout would have been prorated based upon the number of days he was employed by the Company in 2023.

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 his or her annual equity award:

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The PSUs awarded to the named executive officers in 2023 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, 2023, through December 31, 2025, are 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.

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Restricted Stock Units

The annual RSUs granted in 2023 to the named executive officers vest over a three-year period, with one-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 2023 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.

2023 Equity Long-Term Incentive Grant

The 2023 target value of equity grants for each named executive officer increased over the prior 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 through the date of grant of $115.09 for Messrs. Lippert, Smith, Schnur, and Namenye and $111.54 for Ms. Etzkorn, are as follows: