DEF 14A 1 nc10020215x1_def14a.htm DEF 14A

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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 (Amendment No. )
Filed by the Registrant ☑
Filed by a Party other than the Registrant
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Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

 
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April 5, 2021
Dear Fellow Stockholders:
You are cordially invited to join us for our 2021 Annual Meeting of Stockholders, which will be held in a virtual format only on May 20, 2021 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.
 
Sincerely,
 
JAMES F. GERO
 
Chairman of the Board
    2021 PROXY STATEMENT

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LCI INDUSTRIES
3501 County Road 6 East
Elkhart, Indiana 46514
Notice of Annual Meeting of Stockholders to be held
May 20, 2021
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 20, 2021 at 9:00 A.M. ET, for the following purposes:
(1)
To elect eleven Directors to serve until the next Annual Meeting of Stockholders, each as recommended by the Board of Directors;
(2)
To approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers as described in the accompanying Proxy Statement;
(3)
To ratify the appointment of KPMG LLP as independent auditor for the Company for the year ending December 31, 2021; and
(4)
To transact such other corporate business as may properly come before the meeting or any adjournment or postponement thereof.
The Board of Directors has fixed March 26, 2021, 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 for ten days prior to the meeting at the office of the Company and will be available for inspection online during the meeting.
By Order of the Board of Directors,
 
ANDREW J. NAMENYE
 
Executive Vice President, Chief Legal Officer, and Corporate Secretary
Dated: April 5, 2021
Elkhart, IN
NOTICE TO HOLDERS OF COMMON STOCK

YOUR PROXY IS IMPORTANT TO ENSURE A QUORUM AT THE MEETING.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,
PLEASE VOTE YOUR SHARES THROUGH THE INTERNET OR, IF YOU RECEIVED A PRINTED COPY OF THE
PROXY CARD BY MAIL, BY SIGNING, DATING, AND MAILING THE PROXY CARD IN THE ENVELOPE PROVIDED.

IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDER MEETING
TO BE HELD ON MAY 20, 2021.

THIS NOTICE OF ANNUAL MEETING, PROXY STATEMENT, AND
OUR 2020 ANNUAL REPORT TO STOCKHOLDERS,
INCLUDING OUR 2020 ANNUAL REPORT ON FORM 10-K, ARE AVAILABLE AT
HTTP://WWW.PROXYVOTE.COM.
2021 PROXY STATEMENT    

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Cautionary Note Regarding Forward-Looking Statements
The statements included in this Proxy Statement regarding future performance and results, expectations, plans, strategies, priorities, commitments, and other statements that are not historical facts are forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are based upon current beliefs, expectations, and assumptions and are subject to significant risks, uncertainties, and changes in circumstances that could cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020. Readers of this Proxy Statement are cautioned not to place undue reliance on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
    2021 PROXY STATEMENT

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PROXY STATEMENT SUMMARY

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 2020 Annual Report carefully before voting.
2021 ANNUAL MEETING OF STOCKHOLDERS
Date and Time:
May 20, 2021 at 9:00 A.M. ET
Place:
www.virtualshareholdermeeting.com/LCII2021
Record Date:
March 26, 2021
VOTING MATTERS AND BOARD RECOMMENDATION
Voting Matter
Board Recommendation
Page Number with
More Information
Proposal 1:
Election of eleven Directors
FOR each nominee
Proposal 2:
Advisory vote to approve the compensation of the Company’s named executive officers
FOR
55
Proposal 3:
To ratify the appointment of KPMG LLP as independent auditor for the Company for the year ending December 31, 2021
FOR
DIRECTOR NOMINEES
Nominee
Age
Director
Since
Principal Occupation
Independent
Other
Public
Boards
Committee Memberships
A
C
CGN&S
R
S&A
James F. Gero*
76
1992
Private Investor
1
 
 
 
Frank J. Crespo
58
2015
Senior Vice President and Chief Supply Chain Officer of Indigo Agriculture, Inc.
0
Chair
Brendan J. Deely
55
2011
President and Chief Executive Officer of Banner Solutions
0
 
Chair
 
 
Ronald J. Fenech
63
2017
Founder of Grand Design Recreational Vehicle Co.
0
Tracy D. Graham
47
2016
Chief Executive Officer and Managing Principal of Graham-Allen Partners
0
 
Chair
 
 
Virginia L. Henkels
52
2017
Chief Financial Officer and Secretary of Empowerment & Inclusion Capital I Corp.
2
Chair
Jason D. Lippert
48
2007
President and Chief Executive Officer of the Company
 
0
 
 
 
 
 
Stephanie K. Mains
53
2021
Consultant at SK Mains Consulting, LLC
2
Kieran M. O’Sullivan
59
2015
President, Chief Executive Officer, and Chairman of the Board of CTS Corporation
1
 
 
David A. Reed
73
2003
President of a privately-held family investment management company
0
Chair
John A. Sirpilla
54
2019
Founder and Chief Executive Officer of Encourage LLC
0
 
 
 
For more information, visit page 12.
A
Audit
C
Compensation
CGN&S
Corporate Governance, Nominating, and Sustainability
R
Risk
S&A
Strategy and Acquisition
*
Chairman of the Board
2021 PROXY STATEMENT    1

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BUSINESS PERFORMANCE HIGHLIGHTS

BUSINESS PERFORMANCE HIGHLIGHTS
Generated $2.8 billion in revenue, up 18% year-over-year.
Achieved double-digit Adjusted EBITDA growth.
Realized Total Stockholder Return of 24%, outperforming our peer group with a ranking at the 66th percentile (see page 33 to view our peer group).
Returned $70.4 million to stockholders through the payment of dividends.
Made significant progress with respect to our long-term diversification strategy, closing on three acquisitions and expanding our market share across our RV, marine, adjacent aftermarket, and international businesses.
Grew Aftermarket revenues by 125% compared to 2019, or more than double year-over-year, due to organic growth and the addition of the CURT Group, which we acquired in late 2019.
COVID-19 PANDEMIC EFFECTS AND RESPONSE
In late March 2020, in an effort to protect the health and safety of its team members during the COVID-19 pandemic and adhere to government mandates, LCI Industries and its operating subsidiary, Lippert Components, Inc., temporarily suspended production at select manufacturing facilities across North America and Europe. The suspension of production on a plant-by-plant basis was consistent with government mandates or due to customer closures. Production at facilities considered essential continued, utilizing reduced staff in conjunction with heightened cleaning and sanitization processes. Then, in early April, the Company announced an update affecting cash compensation of its senior executives. In response to the initial challenges resulting from the COVID-19 pandemic, the executive leadership team, general managers, and other executives across the Company voluntarily took temporary reductions to their base salaries. These reductions are outlined below in the “Summary of COVID-19 Pay Actions” section.
As production resumed in May and June, the executive leadership team demonstrated exceptional care and performance. They worked tirelessly to protect the health and safety of team members and comply with government mandates while meeting the needs of the market. Examples of some of the actions taken by leadership include:
Developing a pandemic playbook to guide reopening of production;
Ensuring that medical premiums were covered for furloughed team members;
Introducing a mobile COVID-19 testing site for production team members, and later creating a drive-through testing facility;
Continuing to pay team members who were out due to the virus; and, most recently,
Offering team members the opportunity to be a part of a Johnson & Johnson vaccine trial group.
SUMMARY OF COVID-19 PAY ACTIONS
Messrs. Lippert and Smith reduced their salaries by 25% for eight weeks while the Company was in an uncertain period of plant shutdowns in April and May.
The other named executive officers (Brian Hall, Jamie Schnur, and Andrew Namenye) reduced their salaries by 10% for the same eight-week time period.
The Board of Directors reduced their quarterly retainer by 25% for the Company’s second fiscal quarter.
2    2021 PROXY STATEMENT

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CORPORATE GOVERNANCE HIGHLIGHTS

CORPORATE GOVERNANCE HIGHLIGHTS
9 of 11 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
2020 COMPENSATION
SUMMARY COMPENSATION TABLE
Name and
Principal Position
Year
Salary
Bonus
Stock
Awards
Non-Equity
Incentive
Plan Compensation
All Other
Compensation
Total
Jason D. Lippert
President and Chief Executive Officer
2020
$1,013,462
$
$5,316,527
$2,990,184
$189,578
$9,509,751
2019
$1,004,250
$
$7,567,765
$1,226,253
$297,369
$10,095,637
2018
$975,000
$
$4,544,581
$327,982
$145,132
$5,992,695
Brian M. Hall
Executive Vice President and Chief Financial Officer
2020
$465,231
$
$912,109
$623,085
$57,737
$2,058,162
2019
$450,000
$
$789,224
$274,739
$56,817
$1,570,780
2018
$386,539
$
$331,138
$43,731
$39,975
$801,383
Ryan R. Smith
Group President - North America
2020
$576,923
$
$389,097
$2,179,414
$44,024
$3,189,458
Jamie M. Schnur
Group President – Aftermarket
2020
$492,308
$
$847,323
$923,085
$63,902
$2,326,618
2019
$450,000
$200,000
$1,267,413
$305,266
$76,545
$2,299,224
2018
$401,066
$
$512,781
$84,098
$44,095
$1,042,040
Andrew J. Namenye
Executive Vice President, Chief Legal Officer, and Corporate Secretary
2020
$425,945
$
$682,995
$461,308
$52,878
$1,623,126
2019
$412,000
$
$763,712
$207,581
$54,269
$1,437,562
2018
$368,269
$215,673
$139,840
$109,327
$35,688
$868,797
For more information, visit page 25.
EXECUTIVE COMPENSATION HIGHLIGHTS
Pay for performance
Establish challenging performance goals in incentive plans
Maintain robust stock ownership guidelines for CEO, CFO, 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’ cash and equity-based incentives to clawback
Provide limited executive perquisites
Provide no excise tax gross-ups
2021 PROXY STATEMENT    3

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ENVIRONMENTAL & SOCIAL

ENVIRONMENTAL & SOCIAL
LCI Industries plans to release its first Corporate Social Responsibility (CSR) Report in 2021. The Company will elaborate on its commitments, such as reducing its environmental footprint, updating policies, and enhancing procedures and standards relating to team members’ health and safety. LCI Industries intends to continue to increase transparency going forward: in 2022, the Company expects to disclose information about carbon emissions and waste management.
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. Our teams embrace lean initiatives and we continuously invest in comprehensive training, advanced machinery, and eco-friendly energy alternatives to provide safer processes and a healthier environment.
ECO-FRIENDLY OPERATIONS
400 Tons of Toxic Chemicals Eliminated
We eliminate nearly 400 tons of dangerous Volatile Organic Compounds (VOC) every year by powder-coating our products instead of using coatings comprised of harmful materials.
Over 2.1m Solar KW Hours Produced Per Year
By replacing conventional energy sources with the solar energy produced at our 7 solar operations, we have saved:
the equivalent CO2 emissions produced by burning 1,707,002 pounds of coal,
the equivalent carbon sequestered by 2,023 acres of US Forest in one year, and
32,866,518 gallons of water (gallons of water to produce equivalent energy).
900+ Tons of Plastic Scraps Reground
We regrind more than 1,000 tons (2,293,057 lbs) of ABS plastic scraps annually from two thermoforming plants and send them back to our supplier to recycle and reuse.
33,000+ Tons of Recycled Materials
We recycle more than 33,000 tons of materials annually.
Steel = 28,156 tons
Aluminum = 4,733 tons
Cardboard = 1787 tons
Glass = 88.34 tons
Officer Paper = 3.95 tons
Plastic (in Northern Indiana) = 7.73 tons
Wood (in Northern Indiana) = 18,676.36 tons
4    2021 PROXY STATEMENT

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ENVIRONMENTAL & SOCIAL

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

SOCIAL RESPONSIBILITY
People are our priority, and community is our core. We’re striving to make lives better through meaningful relationships with our co-workers, our customers, and our communities. The Company’s team members feel a deeper sense of purpose at work, and we continue to build a better work environment by aligning our cultural and business strategies with the needs of our many team members. We measure success by how we touch the lives of people inside and outside our walls. Our team members drive our social impact philosophy with their passionate hearts and minds. Since 2017, our team members have collectively spent more than 411,000 hours volunteering at non-profit organizations, supporting charitable fundraising events, and caring for our fellow team members in need. Through monetary donations, product donations, and company-wide fundraising events, the Company gives back over $1 million every year to support the needs of our communities.
2021 PROXY STATEMENT    5

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ENVIRONMENTAL & SOCIAL

2020 SOCIAL IMPACT

6    2021 PROXY STATEMENT

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PROXY STATEMENT

LCI INDUSTRIES
3501 County Road 6 East
Elkhart, Indiana 46514
PROXY STATEMENT
2021 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 20, 2021 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 26, 2021 (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/LCII.
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 5, 2021, 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 2020 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 and 3. 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. Eastern Time, on May 19, 2021. 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 also will 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 material 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, 2020, 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 WWW.LCI1.COM/INVESTORS AND AT WWW.PROXYVOTE.COM.
2021 PROXY STATEMENT    7

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VOTING SECURITIES

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 25,252,808 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 and 2 fall within this category. Accordingly, if you hold your shares in “street name” and wish your shares to be voted on Proposals 1 and 2, 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 by the stockholders who are present, by a majority in voting power thereof, 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:
Proposal Number
Subject
Vote Required
Impact of Abstentions and Broker Non-Votes, if any
1
Election of Directors
A nominee must receive a majority of the votes cast with respect to his or her election, which means that the number of votes cast “for” a nominee must exceed the number of votes cast “against” that nominee.
Abstentions and broker non-votes will not affect the outcome of this proposal.
2
Advisory vote on executive compensation
Approval by the affirmative vote of the holders of a majority in voting power of the outstanding shares of Common Stock that are present virtually or by proxy at the meeting and entitled to vote thereon.
Abstentions will have the same effect as votes cast against this proposal. Broker non-votes will not affect the outcome of this proposal.
3
Ratification of appointment of independent auditor
Approval by the affirmative vote of the holders of a majority in voting power of the outstanding shares of Common Stock that are present virtually or by proxy at the meeting and entitled to vote thereon.
Abstentions will have the same effect as votes cast against this proposal. Broker non-votes will not affect the outcome of this proposal.
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.
Recommendations of the Board of Directors
The Board of Directors recommends that you vote:
FOR
each of the nominees for the Board of Directors named in this Proxy Statement (Proposal 1).
FOR
advisory approval of the compensation of the Company’s Named Executive Officers as described in this Proxy Statement (Proposal 2).
FOR
ratification of the appointment of KPMG LLP as the Company’s independent auditor for the fiscal year ending December 31, 2021 (Proposal 3).
8    2021 PROXY STATEMENT

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VOTING SECURITIES

Principal Holders of Voting Securities
Set forth below is information with respect to each person known to the Company on March 26, 2021, 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.
Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership(1)
Approximate Percent
of Class(1)
BlackRock, Inc. (2)
55 East 52nd
Street New York, NY 10055
4,043,089
16.0%
The Vanguard Group (3)
100 Vanguard Boulevard
Malvern, PA 19355
2,600,958
​10.3%
Neuberger Berman Group LLC (4)
Neuberger Berman Investment Advisers LLC
1290 Avenue of the Americas
New York, NY 10104
1,449,938
5.7%
T. Rowe Price Associates, Inc. (5)
100 E. Pratt Street
Baltimore, MD 21202
1,285,716
​5.1%
(1)
Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission (“SEC”) and includes general voting power and/or investment power with respect to securities. The approximate percent of class is determined based on the number of outstanding shares of the Company’s Common Stock on March 26, 2021.
(2)
Based on information reported to the SEC in a Schedule 13G filed by BlackRock, Inc. (“BlackRock”) on January 25, 2021, reflecting beneficial ownership as of December 31, 2020. BlackRock had sole voting power over 3,961,554 shares and sole dispositive power over 4,043,089 shares.
(3)
Based on information reported to the SEC in an amended Schedule 13G filed by The Vanguard Group (“Vanguard”) on February 10, 2021, reflecting beneficial ownership as of December 31, 2020. Vanguard had sole dispositive power over 2,523,211 shares, shared voting power over 57,677 shares, and shared dispositive power over 77,737 shares.
(4)
Based on information reported to the SEC in an amended Schedule 13G filed by Neuberger Berman Group LLC (“Neuberger”) on February 11, 2021, reflecting beneficial ownership as of December 31, 2020. Neuberger and its affiliates may be deemed to be beneficial owners of securities because they or certain affiliated persons have shared power to retain, dispose of, or vote the securities of unrelated clients. Neuberger and its affiliates had shared voting power over 1,437,203 shares and shared dispositive power over 1,449,938 shares. Neuberger or its affiliated persons do not, however, have any economic interest in the securities of those clients. The clients have the sole right to receive and the power to direct the receipt of dividends from or proceeds from the sale of such securities. No one client has an interest of more than 5% of the Company.
(5)
Based on information reported to the SEC in a Schedule 13G filed by T. Rowe Price Associates, Inc. (“T. Rowe”) on February 16, 2021, reflecting beneficial ownership as of December 31, 2020. T. Rowe had sole voting power over 398,024 shares and sole dispositive power over 1,285,716 shares.
2021 PROXY STATEMENT    9

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VOTING SECURITIES

Security Ownership of Certain Beneficial Owners and Management
Set forth below is information with respect to beneficial ownership on March 26, 2021, 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.
Name of Beneficial Owner
Amount and Nature
of Beneficial Ownership(1)
Approximate
Percent of Class(1)
Frank J. Crespo
13,131(2)
*
Brendan J. Deely
11,855(3)
*
Ronald J. Fenech
26,551(4)
*
James F. Gero
304,192(5)
1.2%
Tracy D. Graham
10,372(3)
*
Virginia L. Henkels
9,031(6)
*
Jason D. Lippert
252,230(7)
1.0%
Stephanie K. Mains
0 (8)
*
Kieran M. O’Sullivan
12,667(3)
*
David A. Reed
12,636(9)
*
John A. Sirpilla
3,239(3)
*
Brian M. Hall
13,858(7)
*
Andrew J. Namenye
4,316(7)
*
Jamie M. Schnur
12,590(7)
*
Ryan R. Smith
4,142(7)
*
All current Directors and executive officers as a group (16 persons)
​690,810
​2.7%
*Represents less than 1% of the outstanding shares of Common Stock.
(1)
Beneficial ownership is determined in accordance with rules of the SEC, and includes general voting power and/or investment power with respect to securities. Shares of Common Stock subject to deferred stock units (“DSUs”), restricted stock units (“RSUs”), and performance stock units (“PSUs”) that vest within 60 days of March 26, 2021 are deemed to be outstanding for the purpose of computing the amount of beneficial ownership and percentage ownership of the person holding such equity units, but are not deemed outstanding for computing the percentage ownership of any other person.
(2)
Includes 1,522 RSUs, which represents RSUs granted in May 2020, plus dividend equivalents thereon, that are scheduled to vest within 60 days of March 26, 2021. Excludes 2,496 DSUs, plus dividend equivalents thereon, not issuable within 60 days.
(3)
Includes 1,522 RSUs, which represents RSUs granted in May 2020, plus dividend equivalents thereon, that are scheduled to vest within 60 days of March 26, 2021.
(4)
Includes 1,522 RSUs, which represents RSUs granted in May 2020, plus dividend equivalents thereon, that are scheduled to vest within 60 days of March 26, 2021. Excludes 2,117 DSUs, plus dividend equivalents thereon, not issuable within 60 days.
(5)
Mr. Gero shares voting and dispositive power with respect to the shares of common stock with his wife. Includes 1,522 RSUs, which represents RSUs granted in May 2020, plus dividend equivalents thereon, that are scheduled to vest within 60 days of March 26, 2021. Excludes 4,624 DSUs, plus dividend equivalents thereon, not issuable within 60 days.
(6)
Includes 1,522 RSUs, which represents RSUs granted in May 2020, plus dividend equivalents thereon, that are scheduled to vest within 60 days of March 26, 2021. Excludes 2,595 DSUs, plus dividend equivalents thereon, not issuable within 60 days.
(7)
Excludes the following respective equity units that are not issuable within 60 days.
 
RSUs
PSUs
Jason D. Lippert
49,967
88,891
Brian M. Hall
7,346
​13,680
Ryan R. Smith
11,425
5,152
Jamie M. Schnur
9,857
9,078
Andrew J. Namenye
6,742
10,542
(8)
Excludes 195 RSUs not issuable within 60 days.
(9)
Represents 11,114 shares held indirectly by trust. Includes 1,522 RSUs, which represents RSUs granted in May 2020, plus dividend equivalents thereon, that are scheduled to vest within 60 days of March 26, 2021.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s 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 during 2020 all such filing requirements were satisfied, except that the Form 3 for Mr. Smith was not timely filed due to a delay in obtaining his filing codes and a Form 4 for Mr. Deely to report a sale of shares was not timely filed due to a delay in receiving confirmation of the sale.
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Proposal 1. ELECTION OF DIRECTORS

Proposal 1. ELECTION OF DIRECTORS
The business and affairs of the Company are managed under the direction of our Board of Directors. The Company’s Restated Certificate of Incorporation currently provides that the number of directors shall consist of not less than three nor more than twelve persons. Our bylaws provide that the number of directors, not less than three nor more than twelve persons, shall be determined from time to time by resolution of the Board. The Board of Directors currently consists of eleven Directors. As discussed further below, it is proposed that, at the 2021 Annual Meeting, the stockholders elect a Board of eleven Directors to serve for a term of one year or until their successors are elected and qualify. Proxies cannot be voted for a greater number of persons than eleven, which is the number of nominees named in this Proxy Statement.
The Company’s bylaws require Directors to be elected under a majority voting standard in uncontested elections. In any contested election, Directors will be elected by a plurality vote. In an uncontested election, which the election of directors at the 2021 Annual Meeting will be, each of the nominees, as an incumbent director, was required to submit an irrevocable resignation, contingent on (i) that person not receiving a majority of the votes cast in his or her election, and (ii) acceptance of that resignation by the Board of Directors in accordance with the policies and procedures adopted by the Board of Directors for such purpose. In the event a nominee in an uncontested election fails to receive a majority of the votes cast, the Corporate Governance, Nominating, and Sustainability Committee will make a recommendation to the Board of Directors as to whether to accept or reject the resignation of such incumbent Director, or whether other action should be taken. The Board of Directors will act on the resignation, taking into account the Committee’s recommendation, and publicly disclose (by a press release and filing an appropriate disclosure with the SEC) its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision, within 90 days following certification of the election results. The Corporate Governance, Nominating, and Sustainability Committee, in making its recommendation, and the Board of Directors, in making its decision, each may consider any factors and other information that they consider appropriate and relevant. If the Board of Directors accepts a Director’s resignation pursuant to this process, the Board of Directors may fill the resulting vacancy.
Director Qualifications and Selection Process
The Corporate Governance, Nominating, and Sustainability Committee of the Board leads the search for individuals qualified to become Directors and selects nominees to be presented for stockholder approval at each Annual Meeting. The Committee considers candidates for Board membership suggested by members of the Committee and Directors, as well as by Management and stockholders. In this regard, the Corporate Governance, Nominating, and Sustainability Committee considers the composition of the Board with respect to experience, balance of professional interests, required expertise, and other factors. In addition, the Committee will endeavor to include candidates who reflect diverse backgrounds, including diversity of race, ethnicity, and gender, when assembling an initial pool of qualified candidates from which to fill Board vacancies. The objective of the Committee will be to identify and recommend the most capable candidates who have experience in the areas of expertise needed at that time and meet the criteria for nomination.
The Corporate Governance, Nominating, and Sustainability Committee uses the same criteria for evaluating candidates suggested by stockholders as it does for those proposed by Directors or Management. To be considered for membership on the Board, a candidate must meet the following criteria, which are also set forth in the Company’s Governance Principles: (a) should possess the highest personal and professional ethics, integrity, and values, and be committed to representing the long-term interests of the stockholders; (b) should have an inquisitive and objective perspective, practical wisdom, and mature judgment; (c) must be willing to devote sufficient time to carry out his or her duties and responsibilities effectively; (d) should be committed to serving on the Board for an extended period of time; (e) should be prepared to resign in the event of any significant change in his or her personal circumstances which may impair his or her ability to effectively serve on the Board; (f) Directors who also serve as CEOs or in equivalent positions should not serve on more than two boards of public companies in addition to the Company’s Board; and (g) Directors who are not CEOs or equivalent should not serve on more than four boards of public companies in addition to the Company’s Board.
The Corporate Governance, Nominating, and Sustainability Committee seeks candidates who have demonstrated exceptional ability and judgment and who can, in conjunction with other Directors, most effectively serve the long-term interests of our stockholders. The particular experience, qualifications, and skills of each nominee described on pages 12 through 16 of this Proxy Statement reflect that our Board, taken as a whole, provides a broad diversity of knowledge of our Company and industry, expertise in finance and investment, experience with technology-based and growth-oriented companies and global markets, competence in accounting and financial reporting, and leadership in business and with socially-responsible organizations.
In conjunction with the Board’s director succession planning process, in early 2021, the Corporate Governance, Nominating, and Sustainability Committee recommended to the Board the appointment of a new independent director. In March 2021, the Board determined to increase the size of the Board from ten to eleven members, and appointed Stephanie K. Mains as an independent Director, to serve as such until the 2021 Annual Meeting. The Board of Directors currently consists of eleven members, and the Corporate Governance, Nominating, and Sustainability Committee recommended to the Board each of those Directors as the nominees for election as Directors as set forth herein. No candidates for Director nominees were submitted to the Committee by any stockholder in connection with the 2021 Annual Meeting.
2021 PROXY STATEMENT    11

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Proposal 1. ELECTION OF DIRECTORS

Stockholders may propose nominees for consideration by the Corporate Governance, Nominating, and Sustainability Committee by submitting the names of such nominees and supporting information to:
Corporate Secretary
LCI Industries
4100 Edison Lakes Parkway
Suite 210
Mishawaka, Indiana 46545
The proposed nominee must meet the qualifications for Directors described above and in the Company’s Governance Principles.
In addition, any stockholder who wishes to nominate a Director candidate at an annual meeting may do so by following the procedures and providing the information set forth under “Stockholder Proposals for the 2022 Annual Meeting” and in Section 1.13 of the Company’s bylaws.
Our Director Nominees
Following the recommendation of the Corporate Governance, Nominating, and Sustainability Committee, the Board of Directors has nominated the eleven persons named below for election to the Board of Directors at the Annual Meeting. Each of Messrs. Gero, Crespo, Deely, Fenech, Graham, Lippert, O’Sullivan, Reed, and Sirpilla and Ms. Henkels were elected to his or her present term of office at the Annual Meeting of Stockholders held on May 21, 2020. As described above, Ms. Mains was appointed as a Director by the Board in March 2021.
 
 


Committees:
Audit;
Corporate Governance,
Nominating, and Sustainability
James F. Gero
Mr. Gero, 76, Chairman of the Board of Directors, 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.
Total Career Experience:
Total Board Experience:
53 Years
36 Years
 
 


Committees:
Corporate Governance,
Nominating,
and Sustainability;
Risk (chair)
Frank J. Crespo
Mr. Crespo, 58, has been a member of our Board of Directors since 2015. Mr. Crespo has been Senior Vice President and Chief Supply Chain Officer of Indigo Agriculture, Inc., a privately owned agricultural technology company that works to improve grower profitability, environmental sustainability, and consumer health through the use of natural microbiology and digital technologies, since April 2018. Prior to joining Indigo Agriculture, he served as Vice President and Chief Procurement Officer of Caterpillar, Inc., a publicly-owned manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines, and diesel-electric locomotives, from 2010 to 2018, and served as Vice President and Chief Procurement Officer of Honeywell International, Inc., a global diversified technology and manufacturing company, from 2007 to 2010.

Mr. Crespo has over 30 years of executive and leadership experience in procurement, supply chain, and logistics in global electronics, high technology, and industrial markets for marquee and publicly-owned corporations, as well as with the U.S. Navy.
Total Career Experience:
Total Board Experience:
37 Years
11 Years
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Proposal 1. ELECTION OF DIRECTORS

 
 


Committees:
Compensation;
Corporate Governance,
Nominating, and
Sustainability (chair)
Brendan J. Deely
Mr. Deely, 55, has been a member of our Board of Directors since 2011. Mr. Deely has been the President and Chief Executive Officer of Banner Solutions, a leading wholesaler of commercial, residential, and electronic access control door hardware and security products, since April 2018. 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, and compensation matters, and extensive experience with social responsibility organizations.
Total Career Experience:
Total Board Experience:
33 Years
10 Years
 
 


Committees:
Risk;
Strategy and Acquisition
Ronald J. Fenech
Mr. Fenech, 63, has been a member of our Board of Directors since 2017. Mr. Fenech co-founded Grand Design Recreational Vehicle Co. in 2012, a fast-growing manufacturer of towable RVs that was acquired in 2016 by Winnebago Industries. Prior to forming Grand Design, he held several executive positions at Thor Industries, Inc., the sole owner of operating subsidiaries that manufacture recreational vehicles, including Senior Group President of Thor Industries from January 2010 to 2012, and President of Keystone RV Company following its acquisition by Thor Industries in November 2001 until January 2010. Mr. Fenech has over 30 years of experience in the RV industry covering a broad range of positions with several companies.

Mr. Fenech has extensive experience with respect to corporate management, leadership, and strategic planning, and he has particular knowledge of the industries to which we sell our products.
Total Career Experience:
Total Board Experience:
31 Years
12 Years
 
 


Committees:
Compensation (chair);
Strategy and Acquisition
Tracy D. Graham
Mr. Graham, 47, has been a member of our Board of Directors since 2016. Mr. Graham is Chief Executive Officer and Managing Principal of Graham-Allen Partners, a private investment firm focused on investing in 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 Bank, and during a three-year term that expired in 2015, was 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.

Mr. Graham has over 20 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.
Total Career Experience:
Total Board Experience:
25 Years
23 Years
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Proposal 1. ELECTION OF DIRECTORS

 
 


Committees:
Audit (chair);
Compensation
Virginia L. Henkels
Ms. Henkels, 52, has been a member of our Board of Directors since 2017. Ms. Henkels is Chief Financial Officer and Secretary of Empowerment & Inclusion Capital I Corp., a special purpose acquisition company (SPAC). 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, including as Worldwide Revenue Chain and Finance Six Sigma Leader and Director of Financial Planning and Analysis at Honeywell International’s Industry Solutions division. 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 Echo Global Logistics, Inc., a publicly traded provider of technology-enabled transportation and supply chain management solutions.

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.
Total Career Experience:
Total Board Experience:
31 Years
4 Years
 
 


Jason D. Lippert
Mr. Lippert, 48, 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 20 years of experience with the Company and its subsidiaries, and has served in a wide range of leadership positions.

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.
Total Career Experience:
Total Board Experience:
27 Years
18 Years
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Proposal 1. ELECTION OF DIRECTORS

 
 


Committees:
Audit;
Compensation
Stephanie K. Mains
Ms. Mains, 53, has been a member of our Board of Directors since March 2021. In April 2020, she founded SK Mains Consulting, LLC, a consulting firm that she currently runs. From April 2020 through December 2020, Ms. Mains served as Interim President and Chief Executive Officer of GE Power Conversion. Prior to that, from 2015 to 2019, Ms. Mains served as President and Chief Executive Officer of ABB Industrial Solutions, where she led the Industrial Solutions business following ABB’s strategic acquisition of GE Industrial Solutions. She also held several other executive positions with GE Energy, including President and Chief Executive Officer of Industrial Solutions from 2015 to 2018, President and Chief Executive Officer, Distributed Power Services from 2013 to 2015, and Vice President, Energy Service Operations from 2006 to 2013. Prior to joining GE Energy, Ms. Mains served 17 years across multiple GE businesses in financial and transformational leadership positions, including Chief Financial Officer, Aviation Material and Contractual Services, where she led the aviation material services business and contractual service portfolio. 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.

As a former CFO and CEO, Mrs. Mains has over 30 years of 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.
Total Career Experience:
Total Board Experience:
32 Years
2 Years
 
 


Committees:
Audit;
Corporate Governance,
Nominating, and
Sustainability; Risk
Kieran M. O’Sullivan
Mr. O’Sullivan, 59, 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 25 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.
Total Career Experience:
Total Board Experience:
31 Years
8 Years
 
 


Committees:
Audit;
Strategy and Acquisition
(chair)
David A. Reed
Mr. Reed, 73, 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.
Total Career Experience:
Total Board Experience:
39 Years
21 Years
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Proposal 1. ELECTION OF DIRECTORS

 
 


Committees:
Corporate Governance,
Nominating, and
Sustainability;
Strategy and Acquisition
John A. Sirpilla
Mr. Sirpilla, 54, 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 is a current Board member of the Pro Football Hall of Fame, Aultman Health Foundation, and TecTraum Inc., and serves as Chairman of the Board for the Stark County Catholic Schools.

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.
Total Career Experience:
Total Board Experience:
33 Years
26 Years
Unless contrary instructions are indicated, the persons named as proxies in the form of proxy solicited from holders of the 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.
The Board of Directors recommends a vote FOR election of each of the eleven Director nominees.
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CORPORATE GOVERNANCE AND RELATED MATTERS

CORPORATE GOVERNANCE AND RELATED MATTERS
Statement Regarding Corporate Governance
The Company regularly monitors developments in the area of corporate governance, including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform Act of 2010 (the “Dodd-Frank Act”), and rules promulgated by the SEC and the NYSE. The Company’s corporate governance policies and procedures are designed to comply with all laws and rules applicable to corporate governance and the Company has continually implemented “best practices” as it deems appropriate to protect and enhance stockholders’ interests.
The Company’s Governance Principles, as well as the Charters of the Audit Committee, the Compensation Committee, the Corporate Governance, Nominating, and Sustainability Committee, the Risk Committee, and the Strategy and Acquisition Committee, and the Key Practices of the Audit Committee, the Compensation Committee, and the Corporate Governance, Nominating, and Sustainability Committee, in addition to the Company’s Guidelines for Business Conduct, Code of Ethics for Senior Financial Officers, and Whistleblower Policy, can be accessed on the Company’s website at www.lci1.com/investors under “Governance - Governance Documents.” A copy of any corporate governance document will be furnished, without charge, upon written request to Corporate Secretary, LCI Industries, 4100 Edison Lakes Parkway, Suite 210, Mishawaka, Indiana 46545. Information on our website is not incorporated by reference into this Proxy Statement.
Board of Directors and Director Independence
Directors are elected annually by the Company’s stockholders for one-year terms. The Board currently consists of nine independent Directors, one Director, Jason D. Lippert, who is employed by the Company as its President and Chief Executive Officer, and one Director, Ronald J. Fenech, who is affiliated with a customer of the Company.
The Board of Directors reviews at least annually the independence of each Director. During these reviews, the Board considers transactions and relationships between each Director (and his or her immediate family and affiliates) and the Company and Management to determine whether any such transactions or relationships are inconsistent with a determination that the Director is independent. The review is based primarily on responses of the Directors to questions in a directors’ and officers’ questionnaire regarding employment, business, familial, compensation, and other relationships. In reviewing the independence of the Directors, the Board applies the standards that it has adopted to assist it in making determinations of independence and that are contained in the Company’s Governance Principles, which are available on the Company’s website at www.lci1.com/investors under “Governance - Governance Documents.” In March 2021, the Board determined that none of Messrs. Gero, Crespo, Deely, Graham, O’Sullivan, Reed, or Sirpilla, nor Ms. Henkels or Ms. Mains, has any material relationship with the Company or its subsidiaries. Accordingly, the Board has determined that each of these nine Directors meets the “independence” standards of the NYSE.
As part of its review of the independence of the Directors, the Board considered the fact that one of the Company’s customers is an entity that manufactures pontoon boats, Barletta Boat Company, LLC (“Barletta”). The President and 38% owner of Barletta, William Fenech, is the brother of Ronald Fenech, one of our Directors. Ronald Fenech is also a co-owner of Barletta, holding a 38% ownership interest, and is a director of that entity. Although the purchases by Barletta from the Company were, and future purchases will be, entered into in the ordinary course of business on an arm’s length basis, and contained, and will contain, customary terms and conditions on substantially the same terms as comparable transactions with unrelated third parties, in 2020, Barletta paid the Company amounts that exceed the limitation in the director “independence” standards of the NYSE. As a result, the Board determined that Mr. Fenech is not an independent Director. Mr. Fenech does not serve on any of the Audit Committee, Compensation Committee, or Corporate Governance, Nominating, and Sustainability Committee.
The independent Directors have complete access to, and are encouraged to communicate with, the Company’s Chief Executive Officer and any other executives of the Company. During the year ended December 31, 2020, the Board of Directors held six meetings. All Directors attended at least 75% of the regularly scheduled and special meetings of the Board and the Board committees on which they served.
Directors are expected to attend the Company’s annual meetings. At the Company’s 2020 Annual Meeting, all Directors standing for election were present.
Leadership Structure
The Company has continuously maintained separate positions for Chairman of the Board and for Chief Executive Officer in order to provide an independent and unbiased level of review and oversight of senior management. James F. Gero currently serves as Chairman of the Board, and Jason D. Lippert serves as President and Chief Executive Officer. The Chairman of the Board coordinates the activities of the independent Directors, serves as a liaison on Board-related issues between the independent Directors and the CEO, and performs any other duties and responsibilities that the Board of Directors may determine. While the Board elects a Chairman of the Board annually, it is generally expected that he or she will serve for more than one year.
2021 PROXY STATEMENT    17

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CORPORATE GOVERNANCE AND RELATED MATTERS

The role of the Chairman of the Board also includes:
presiding at executive sessions, with the authority to call meetings of the non-employee Directors;
advising on the selection of committee chairs;
approving the agenda, schedule, and information sent to the Directors for Board meetings and assuring that there is sufficient time for discussion of all items on Board meeting agendas;
working with the CEO to prepare a schedule of strategic discussion items; and
guiding the Board’s governance processes, including the annual Board self-evaluation and succession planning.
The Board periodically reviews its leadership structure to evaluate whether it remains appropriate for the Company.
Executive Sessions
The non-employee Directors meet regularly in executive sessions without Management. An executive session is held in conjunction with each regularly scheduled Board meeting and is led by the Chairman of the Board. At least once a year, a meeting of only the independent Directors is held. Additional executive sessions may be called by the Chairman of the Board in his discretion or at the request of the Board.
Board Committees
The Company has five standing committees of the Board of Directors: the Audit Committee, the Compensation Committee, the Corporate Governance, Nominating, and Sustainability Committee, the Risk Committee, and the Strategy and Acquisition Committee. All members of the Audit Committee, the Compensation Committee, and the Corporate Governance, Nominating, and Sustainability Committee are independent Directors who meet the independence and experience standards of the NYSE and the SEC. The Board annually selects the Directors who serve on the committees. Each committee functions pursuant to a written Charter and, other than the Risk Committee and Strategy and Acquisition Committee, written Key Practices adopted by the Board of Directors and reviewed annually by each committee.
The following table reflects the current membership of each Board Committee:
Name
Audit
Committee
Compensation
Committee
Corporate
Governance,
Nominating, and
Sustainability
Committee
Risk
Committee
Strategy and
Acquisition
Committee
James F. Gero
  
 
  
 
 
Frank J. Crespo
 
 
  
  
 
Brendan J. Deely
 
  
  
 
 
Ronald J. Fenech
 
 
 
  
  
Tracy D. Graham
 
  
 
 
  
Virginia L. Henkels
  
  
 
 
 
Stephanie K. Mains
  
  
 
 
 
Kieran M. O’Sullivan
  
 
  
  
 
David A. Reed
  
 
 
 
  
John A. Sirpilla
 
 
  
 
  
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CORPORATE GOVERNANCE AND RELATED MATTERS

Audit Committee
The purpose of the Audit Committee of the Board of Directors is to assist the Board in its oversight of (i) the conduct of the Company’s financial reporting processes and the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the independence, qualifications, and performance of the Company’s independent auditor; (iv) the adequacy and effectiveness of the Company’s systems of internal control over financial reporting and disclosure controls and procedures, and the performance of the Company’s internal audit function; and (v) the Company’s compliance with ethical standards adopted by the Company. The Committee also prepares an annual report for inclusion in the Company’s Proxy Statement. The Audit Committee selects the Company’s independent auditor, which selection is submitted to the stockholders for ratification in this Proxy Statement. See “Proposal 3. Ratification of Appointment of Auditors.”
All of the Audit Committee members meet the independence and experience requirements of the NYSE and the SEC. Ms. Henkels serves as Chair of the Audit Committee, and each member of the Committee has been determined by the Board of Directors to be an “audit committee financial expert” as defined by the SEC. This Committee held seven meetings during the year ended December 31, 2020.
Compensation Committee
The purpose of the Compensation Committee of the Board of Directors is (i) to assist the Board in discharging its responsibilities in respect of compensation of the Company’s executive officers; and (ii) to prepare an annual report on executive compensation for inclusion in the Company’s Proxy Statement.
The Compensation Committee is responsible for reviewing the performance and development of the Company’s Management in achieving corporate goals, and to ensure that the Company’s senior executives are compensated consistent with the long-term objectives of the Company as well as competitive practices. This Committee provides oversight and guidance in the development of compensation and benefit programs for senior executives of the Company, determines the compensation terms for the Company’s Chief Executive Officer and other executive officers, administers the LCI Industries Equity Award and Incentive Plan, as Amended and Restated (the “2011 Plan”) and the LCI Industries 2018 Omnibus Incentive Plan (the “2018 Plan”), approves equity awards, and coordinates with the Corporate Governance, Nominating, and Sustainability Committee with respect to compensation of Directors. The Compensation Committee approved the compensation, consisting of salary, incentive bonus, equity awards, and benefits paid for 2020 to the “Named Executive Officers.” See “Executive Compensation - Compensation Discussion and Analysis.”
Mr. Graham serves as Chairman of the Compensation Committee. All members of the Compensation Committee meet the independence requirements of the NYSE and the SEC. This Committee held four meetings during the year ended December 31, 2020.
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CORPORATE GOVERNANCE AND RELATED MATTERS

Corporate Governance, Nominating, and Sustainability Committee
The purpose of the Corporate Governance, Nominating, and Sustainability Committee of the Board of Directors is to assist the Board in (i) identifying qualified individuals to become Directors; (ii) determining the composition of the Board of Directors and its Committees; (iii) monitoring a process to assess Board effectiveness; (iv) developing and implementing the Company’s corporate governance principles and business guidelines; (v) evaluating potential candidates for executive positions; and (vi) oversight of sustainability and social responsibility matters.
The Corporate Governance, Nominating, and Sustainability Committee oversees the development of executive succession plans, coordinates with the Compensation Committee with respect to compensation of Directors, reviews and approves related person transactions, and resolves any conflicts of interest involving a Director. The Committee reviews and, if necessary, recommends revisions to the Company’s Guidelines for Business Conduct, Code of Ethics for Senior Financial Officers, and other governance policies adopted from time to time. The Committee also oversees, reviews, and reports to the Board on a periodic basis with regards to sustainability and social responsibility matters, including impacts to the Company’s business and strategy, the Company’s public reporting on these topics, and any recommendations with respect to oversight and related policies.
The Corporate Governance, Nominating, and Sustainability Committee leads the search for individuals qualified to become Directors and selects nominees to be presented for stockholder approval at each Annual Meeting of Stockholders and to fill vacancies on the Board of Directors. See “Proposal 1. Election of Directors - Director Qualifications and Selection Process.”
Mr. Deely serves as Chairman of the Corporate Governance, Nominating, and Sustainability Committee. This Committee held four meetings during the year ended December 31, 2020.
Risk Committee
The purpose of the Risk Committee is to provide oversight of Company-wide risk management practices to assist the Board in (i) overseeing that the executive team has identified and assessed all the risks that the organization faces and has established a risk management infrastructure capable of addressing those risks; (ii) overseeing in conjunction with other Board-level committees or the full Board, if applicable, risk, such as strategic, financial, credit, market, liquidity, cyber and physical security, property, information technology, legal, regulatory, reputational, and other risks; (iii) overseeing the division of risk-related responsibilities to each Board committee as clearly as possible and performing a gap analysis to determine that the oversight of any risks are not missed; and (iv) in conjunction with the full Board, approving the Company’s enterprise-wide risk management framework. The Company faces a number of material risks, including financial and operational risks. Accordingly, the Company conducts regular enterprise risk management reviews to identify and assess these risks, and to implement effective plans to manage them.
Mr. Crespo serves as Chairman of the Risk Committee. This Committee held five meetings during the year ended December 31, 2020.
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CORPORATE GOVERNANCE AND RELATED MATTERS

Strategy and Acquisition Committee
The purpose of the Strategy and Acquisition Committee is to assist the Board in fulfilling its oversight responsibilities relating to the formulation and execution of strategy for the Company, risks and opportunities relating to such strategy, and strategic decisions regarding investments, acquisitions, and divestitures by the Company. The Strategy and Acquisition Committee (i) works with Management in the development of the Company’s strategy; (ii) monitors execution of the Company’s strategic plan, both domestically and internationally, against stated goals and objectives, and provides guidance and feedback as necessary; (iii) in conjunction with Management, develops an acquisition strategy that aligns with the Company’s long-term strategic plan; (iv) reviews each proposed acquisition by the Company above an established threshold in the context of various factors, including whether to recommend approval of the acquisition; (v) from time to time, reviews and recommends to the Board of Directors whether to exit an existing business or dispose of assets; and (vi) reviews and analyzes actions and results against stated goals and objectives.
Mr. Reed serves as Chairman of the Strategy and Acquisition Committee. This Committee held twelve meetings during the year ended December 31, 2020.
Compensation-Related Risk
To identify risks that could be created by our compensation policies and practices, the Compensation Committee reviews enterprise risk management assessments, and evaluates our controls to determine if they adequately mitigate compensation-related risks. If appropriate, controls are modified or supplemented. The Compensation Committee assessed our executive compensation programs and concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee believes our executive compensation programs, including the design of long-term incentive plans, oversight by the Compensation Committee, and sufficiency of control features, prevent unintentional material risk. In addition, stock ownership guidelines, the long-term nature of equity awards, share retention, and incentive compensation forfeiture, taken together, motivate Management to carefully consider risk in making business decisions and evaluating growth opportunities, and mitigate excessive risk-taking to achieve short-term results.
Compensation Recoupment Policy
The Board of Directors has adopted a compensation recoupment policy for executive officers that allows for the recovery of performance-based compensation amounts paid under an incentive compensation plan, including any discretionary bonus amounts and equity awards under the 2011 Plan or the 2018 Plan, or any successor plan, the amount, payment, and/or vesting of which was calculated based wholly, or in part, on the application of financial performance criteria. The policy applies in the event there is a required financial restatement due to material noncompliance with any financial reporting requirements under the securities laws, as determined by the Board of Directors, which results in performance-based compensation that would have been a lower amount if such compensation had been calculated based on such restated results. The policy is administered by the Compensation Committee, as more fully described in the policy, which is included in the Compensation Committee Key Practices.
Director Stock Ownership Requirements
To help align the personal interests of non-employee Directors with the interests of stockholders, all non-employee Directors are required to hold Company Common Stock, RSUs, or DSUs equivalent to 5x each non-employee Director’s annual cash retainer (exclusive of any cash retainer for serving as a Board or Committee chair). Equity interests that count toward satisfaction of the guidelines include shares owned outright by, or held in trust for the benefit of, the individual and his or her immediate family members residing in the same household, plus RSUs, DSUs, and stock awards (whether vested or unvested). Stock options (whether vested or unvested) do not count toward satisfaction of the guidelines. Non-employee Directors are required to achieve ownership in accordance with the guidelines within five years of the date they assume their position. As of the date of this Proxy Statement, all non-employee Directors satisfy the stock ownership requirements or are within that five-year period.
Team Members and Directors Guidelines for Business Conduct
The Company has Guidelines for Business Conduct that all management, team members, and Directors are required to annually sign and follow in conducting the Company’s business, and a Code of Ethics for Senior Financial Officers governing the conduct of its President and Chief Executive Officer, Chief Financial Officer, and the financial officers of the Company and its subsidiaries.
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CORPORATE GOVERNANCE AND RELATED MATTERS

Management and Board Succession
The Board periodically reviews with the Chief Executive Officer and maintains a succession plan for executive officers, after considering recommendations from the Corporate Governance, Nominating, and Sustainability Committee. The plan is designed to ensure an effective transition of management of our operations to qualified executives upon the retirement of senior executives. The Board is also responsible for maintaining an emergency succession plan that is reviewed periodically with Management.
Contacting the Board of Directors
Any stockholder, or other interested party, who wishes to communicate with the Board of Directors, or our non-employee Directors as a group, or any member of the Board, may do so electronically by sending an e-mail to LCII@lci1.com or by writing to any Director c/o LCI Industries, 4100 Edison Lakes Parkway, Suite 210, Mishawaka, Indiana 46545. Communications received electronically or in writing will be distributed to the Chairman or the other members of the Board, as appropriate, depending on the facts and circumstances described in communications received. For example, communications regarding accounting, internal accounting, internal accounting controls, and auditing matters generally will be forwarded to the Chair of the Audit Committee.
Prohibition on Hedging by Directors and Team Members
The Board of Directors has adopted a Hedging Policy which prohibits the Company’s Directors, executive officers, team members, and their designees from purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s Common Stock. This prohibition applies to all shares of the Company’s Common Stock owned directly or indirectly by such persons. The Hedging Policy does not preclude the Company’s Directors, officers, team members, and their designees from engaging in general portfolio diversification.
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DIRECTOR COMPENSATION

DIRECTOR COMPENSATION
The following table summarizes compensation paid to non-employee Directors during fiscal 2020:
Name
Fees Earned
or Paid in Cash(1)
Stock
Awards(2)
All Other
Compensation(3)
Total
James F. Gero
$223,531
$140,085
$13,505
$377,121
Frank J. Crespo
$114,281
$140,085
$9,341
$263,707
Brendan J. Deely
$99,375
$140,085
$4,276
$243,736
Ronald J. Fenech
$97,031
$140,085
$8,568
$245,684
Tracy D. Graham
$100,875
$140,085
$4,276
$245,236
Virginia L. Henkels
$120,031
$140,085
$9,525
$269,641
Kieran M. O’Sullivan
$85,875
$140,085
$4,276
$230,236
David A. Reed
$105,875
$140,085
$4,276
$250,236
John A. Sirpilla
$84,375
$140,085
$4,664
$229,124
Total
$1,031,249
$1,260,765
$62,707
$2,354,721
(1)
Represents the Directors’ annual cash retainer amount and the additional annual cash fee paid to the Chairman of the Board and the Committee Chairs, as applicable, for the period of time they served in the respective positions in 2020, except for Messrs. Gero, Crespo, and Fenech, and Ms. Henkels, who elected to receive DSUs in lieu of their cash compensation for 2020. For those Directors, the amount shown represents the value, as of the date credited, of DSUs issued in lieu of cash compensation in payment of Directors’ fees. 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. An initial election to defer compensation for a calendar year must be made prior to December 31st of the preceding calendar year. The number of DSUs, credited at the fair market value of the stock on the date credited, is equivalent to 115 percent of the deferred fee. The DSUs are distributed in the form of shares of Common Stock of the Company at the end of the initial restriction or deferral period selected by the Director, subject to earlier distribution upon death, disability, or certain changes-in-control of the Company, and are intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Until shares representing the DSUs are distributed, the Director does not have any rights of a stockholder of the Company with respect to such shares, other than to receive dividend equivalents in DSUs with the same deferral period as the underlying units, if dividends are issued to stockholders.
(2)
In May 2020, each non-employee Director who was elected at the 2020 Annual Meeting was granted 1,486 RSUs, having a value of approximately $140,000, as the annual equity grant component of Director compensation. The grant date fair value of the RSUs granted to Directors in May 2020 was $94.27 per share, the closing price on the grant date. These RSUs vest in full on the earlier of the first anniversary of the grant date and the date of the annual meeting of stockholders in the following year. Directors do not have any rights of a stockholder of the Company with respect to RSUs, other than to receive dividend equivalents in RSUs with the same vesting period, if dividends are issued to stockholders. Non-employee Directors can also receive non-qualified stock options or other stock-based awards under the 2018 Plan. No stock options or other stock-based awards were granted in fiscal 2020 to our non-employee Directors. As of December 31, 2020, the non-employee Directors held the following number of RSUs:
Name
RSUs Held at
December 31, 2020
James F. Gero
1,486
Frank J. Crespo
1,486
Brendan J. Deely
1,486
Ronald J. Fenech
1,486
Tracy D. Graham
1,486
Virginia L. Henkels
1,486
Kieran M. O’Sullivan
1,486
David A. Reed
1,486
John A. Sirpilla
1,486
(3)
Represents the dollar value of dividend equivalents credited on stock awards in the applicable year when those amounts were not factored into the grant date fair value of the award.
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DIRECTOR COMPENSATION

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 2020, the Corporate Governance, Nominating, and Sustainability Committee also consulted with Towers Watson Delaware, Inc., the Committee’s independent compensation consultant, regarding Director compensation mix and total compensation for Board and Committee service.
For fiscal 2020, non-employee Directors received a combination of an annual cash retainer of $110,000, which covers a Director’s attendance at up to 20 Board and Committee meetings, and an annual grant of RSUs valued at approximately $140,000 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 Committee, the Corporate Governance, Nominating, and Sustainability Committee, the Risk Committee, and the Strategy and Acquisition 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 2020:
Annual Fee for Board or Committee Chair
 
Board of Directors
$110,000
Audit Committee
$20,000
Compensation Committee
$16,500
Corporate Governance, Nominating, and Sustainability Committee
$15,000
Risk Committee
$15,000
Strategy and Acquisition Committee
$20,000
Annual retainer fees, meeting attendance fees, and chair fees are paid on a quarterly basis. As previously discussed, the Board of Directors reduced their quarterly retainer by 25% for the Company’s second fiscal quarter.
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.
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EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION
A Message from our Compensation Committee
Looking back at 2020 is a tale of several stories – leading to strong business performance in many of the markets in which LCI Industries participates. Despite the disappointments and challenges of 2020, including a period of uncertainty and temporary suspension of production for non-essential manufacturing, the recreational vehicle (“RV”) market soared as individuals saw the opportunity to get away with their families or friends in the safety and security of an RV as an alternative to using the airlines or going on a cruise.
The RV, recreational boat, and other markets in which LCI Industries provides products and services historically have been characterized by cycles of growth and contraction in consumer demand, often because the purchase of such products is viewed as a consumer discretionary purchase. While in the past, periods of economic recession have adversely affected operating results, 2020 was largely a different story.
In late March, in an effort to protect the health and safety of its team members and adhere to government mandates, LCI Industries and its operating subsidiary, Lippert Components, Inc., temporarily suspended production at select manufacturing facilities across North America and Europe. The suspension of production on a plant-by-plant basis was consistent with government mandates or due to customer closures. Production at facilities considered essential continued, utilizing reduced staff in conjunction with heightened cleaning and sanitization processes. Then, in early April, the Company announced an update affecting cash compensation of its senior executives. In response to the initial challenges resulting from the COVID-19 pandemic, the executive leadership team, general managers, and other executives across the Company voluntarily took temporary reductions to their base salaries. See the following page to learn more about these pandemic-related pay actions.
As production resumed in May and June, the executive leadership team demonstrated exceptional care and performance. They worked tirelessly to protect the health and safety of team members and comply with government mandates while meeting the needs of the market. Examples of some of the actions taken by leadership include:
Developing a pandemic playbook to guide reopening of production;
Ensuring that medical premiums were covered for furloughed team members;
Introducing a mobile COVID-19 testing site for production team members, and later creating a drive-through testing facility;
Continuing to pay team members who were out due to the virus; and, most recently,
Offering team members the opportunity to be a part of a Johnson & Johnson vaccine trial group.
As further detailed on the following page, these actions allowed the business to grow during uncertain times, returning value to stockholders and, ultimately, reaching an all-time high in the LCII stock price.
During the fall and winter, as a result of the 2020 say-on-pay vote, the Compensation Committee spent significant effort gathering feedback from holders of 71% of our institutionally held shares and incorporating that feedback, along with that of proxy advisory firms, into our compensation decisions. An overview of our efforts and the key themes we heard is included on pages 3031 of the Compensation Discussion and Analysis (“CD&A”).
We strive to pay for performance and to ensure the goals and objectives of the executive leadership team are aligned with those of stockholders. As you review the following CD&A, you will see that the strong business performance we saw after emerging from the mandated temporary shutdown informed our decisions related to executive compensation payouts. We also consider the market and the unique situation in Elkhart County, Indiana, where our geographic proximity to so many other RV companies means competition for talent is high, so we must pay for performance to ensure the Company can retain its exceptional leadership team – helping continue to move LCI Industries into a strong future.
The Compensation 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 Committee to approve our executive compensation philosophy, plans, policies, programs, and decisions.
The Compensation Committee
Tracy D. Graham, Chairman
Brendan J. Deely
Virginia L. Henkels
Stephanie K. Mains
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Summary of COVID-19 Pay Actions
As part of several cost saving and cash preservation measures to address the economic uncertainties caused by the COVID-19 pandemic, in early April 2020, the Company announced that its senior management agreed to temporarily forego certain 2020 compensation otherwise payable to them under their employment agreements. These included:
Messrs. Lippert and Smith reduced their salaries by 25% for eight weeks while the Company was in an uncertain period of plant shutdowns in April and May.
The other named executive officers reduced their salaries by 10% for the same eight-week time period.
The Board of Directors reduced their quarterly retainer by 25% for the Company’s second fiscal quarter.
As the impact of the pandemic on our business became more clear, and as our operations fully resumed production by mid-June, these pay reductions ceased.
Business Performance Highlights
In the face of extraordinary operational challenges, our executive leadership team led us through a tremendous period of uncertainty in 2020: the impact of the global COVID-19 containment efforts led to forced plant closures in March and April, followed by our team’s trailblazing efforts to create a safe working environment as team members returned to work in May, culminating in our ramping up production to meet unexpected and unprecedented recreational vehicle demand during a difficult supply chain environment. The term’s efforts and dedication led LCI to deliver what we consider to be outstanding results in 2020, including record revenue and double-digit earnings growth, despite a six-week period during which most of our facilities were closed. Some of the highlights from 2020:
Generated $2.8 billion in revenue, up 18% year-over-year.
Achieved double-digit Adjusted EBITDA1 growth.
Realized Total Stockholder Return of 24%, outperforming our peer group with a ranking at the 66th percentile (see page 33 to view our peer group).
Returned $70.4 million to stockholders through the payment of dividends.
Made significant progress with respect to our long-term diversification strategy, closing on three acquisitions and expanding our market share across our RV, marine, adjacent aftermarket, and international businesses.
Grew Aftermarket revenues by 125% compared to 2019, or more than double year-over-year, due to organic growth and the addition of the CURT Group, which we acquired in late 2019.
(1)
Adjusted EBITDA is defined as net income before interest expense, net, provision for income taxes, depreciation and amortization expense, and other adjustments made in order to present comparable results from period to period, which consisted of the inventory fair value step-up from the acquisition of CURT during the twelve-month period ended December 31, 2020.
Compensation Discussion and Analysis
LCI Industries supplies highly engineered components primarily to the original equipment manufacturers (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 programs are based on a pay-for-performance philosophy and are designed to:
Enable the Company to attract, motivate, and retain highly-qualified senior executives who have the skills to drive our continued profitability, growth, and success;
Provide fair and equitable compensation that rewards executives for achieving specified financial goals and other key metrics;
Link a substantial portion of executives’ total potential compensation to the Company’s performance on both a long-term and short-term basis; and
Align the interests of our executives with those of our stockholders.
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EXECUTIVE COMPENSATION

This Compensation Discussion and Analysis (“CD&A”) describes the 2020 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.
Named Executive Officer
Role
Mr. Jason D. Lippert
President and Chief Executive Officer (CEO)
Mr. Brian M. Hall
Executive Vice President and Chief Financial Officer (CFO)
Mr. Ryan R. Smith
Group President – North America
Mr. Jamie M. Schnur
Group President – Aftermarket
Mr. Andrew J. Namenye
Executive Vice President, Chief Legal Officer, and Corporate Secretary
Summary of Our 2020 Decisions
The Compensation 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 2020 and 2021.
Factors That Guide Total Compensation Decisions
Our executive compensation philosophy
Degree of achievement of key strategic financial and operational goals
Recommendations of our President and CEO (other than with respect to his own compensation)
Advice of an independent compensation consultant
Stockholder input
Market pay practices
Current and historical executive compensation
Executive compensation peer group comparison
2020 Compensation Changes and Key Decisions

See pages 3340 for more information
Base Salary

Effective January 1, 2020, Messrs. Lippert, Hall, and Namenye received base salary increases of 5.0% as a result of their accomplishments in 2019. Mr. Schnur received a base salary increase of 11.1% reflecting the increased level of responsibilities of his new role as Group President - Aftermarket and continued leadership of our Information Technology department. Mr. Smith received a base salary increase of 9.1% reflecting the increased level of responsibilities of his new role as Group President - North America.

As previously discussed, Messrs. Lippert and Smith decided to reduce their base salaries by 25% while the Company was in an uncertain period of plant shutdowns in April and May. The other NEOs voluntarily reduced their base salaries by 10%. These temporary reductions lasted for an eight-week period from April 20 to June 15, 2020.

Annual Cash Incentive

In February 2020, the Compensation Committee approved the annual revenue and Adjusted EBIT goals for the 2020 Annual Incentive Plan (the “AIP”). Then, in late March, in an effort to protect the health and safety of team members and adhere to government mandates, we temporarily suspended production at select manufacturing facilities across North America and Europe. The temporary suspension of production on a plant-by-plant basis was consistent with government mandates or due to customer closures. As a result, the majority of our plants were shut down for the month of April.

To help ensure our executives were fairly measured on their performance during the unprecedented events that occurred in 2020, including those outlined above, the Compensation Committee considered various alternatives, and ultimately approved an adjustment to our 2020 AIP revenue and Adjusted EBIT goals by removing the month of April, during which we suspended production as outlined above due to government mandates or customer closures, from both the target levels and the actual results. Based on the results for the 11-month period, 2020 AIP payouts were 124.57% of target.
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EXECUTIVE COMPENSATION

 
Equity Grant Decisions

On March 1, 2020, Mr. Lippert received an annual equity grant with a fair market value of $5,350,000. Messrs. Hall, Namenye, Schnur, and Smith received annual equity grants with a fair market value ranging from $450,000 to $875,000. The value of the equity award granted to each NEO was based on his performance over the long term and during the prior year, his long-term potential and retention considerations, and market practices for comparable positions.

For Messrs. Lippert, Hall, Namenye, and Schnur, these annual equity grants consisted of 60% performance stock units (“PSUs”) and 40% restricted stock units (“RSUs”). These PSUs are based on return on invested capital (“ROIC”) performance measured at the end of the two-year period from 2020-2021, and any of these PSUs that are earned will vest in March 2023, following a one-year holding period.

Given the size, complexity, and strategic importance of several recent acquisitions, on March 1, 2020, Messrs. Lippert, Hall, Namenye, and Schnur also received a one-time equity grant of PSUs that could be earned based on the combined Adjusted EBITDA of Curt Acquisition Holdings, Inc., Lewmar Marine Ltd., and Polyplastic Group B.V. (the “Acquisitions”). The fair market value of this one-time equity grant was $800,000 for Mr. Lippert and ranged from $140,000 to $200,000 for Messrs. Hall, Namenye, and Schnur. The Adjusted EBITDA of these acquired companies was measured over the annual performance period of 2020.

Similar to the rationale used to adjust the 2020 AIP, the Compensation Committee reasonably accounted for the government-mandated shutdowns during the month of April by using budgeted Adjusted EBITDA for the month of April as opposed to actual Adjusted EBITDA when calculating Adjusted EBITDA for the full year in the PSU determination.

Mr. Smith, who became an executive officer in May 2020, received an equity grant consisting of 100% RSUs on March 1, 2020. He did not receive a grant of PSUs in 2020, consistent with the Company’s equity policy for non-executive officers.

RSUs for all of the current named executive officers vest over a three-year period, with one-third vesting each year on the anniversary of the grant date.
2021 Compensation Program Changes
In February and March 2021, the Compensation Committee discussed, reviewed, and approved executive compensation matters for 2021.

Base Salary

Effective January 1, 2021, Messrs. Lippert, Hall, and Namenye received base salary increases of 3%, 5.8%, and 3%, respectively, to more closely align their base salaries with the competitive market practice for their respective roles. Messrs. Schnur and Smith received a base salary increase of 20% and 25%, respectively, reflecting the scope and increased responsibilities of their roles, and to more closely align their base salaries with the competitive market practice for such roles. Messrs. Schnur and Smith were promoted to Group President – Aftermarket and Group President – North America, respectively.

Annual Cash Incentive

In establishing the terms of the 2021 AIP, the Compensation Committee determined to utilize Adjusted EBIT as the only performance measure for 2021 performance. Adjusted EBIT is the most important financial metric in our industry, and we believe is the largest driver of stockholder value creation. The Compensation Committee wanted to ensure the named executive officers were very well aligned to our customers, industry, and stockholders on this basis; hence, the shift in AIP design. In prior years, revenue achievement was 20% of the performance metric. Revenue growth remains very important to the Company, and we have demonstrated significant growth in this metric in recent years. We are committed to driving future profitable revenue growth even without having this metric in the AIP. In addition, the 2021 AIP structure provides that each named executive officer has a target cash incentive opportunity, with a payout opportunity of 50% of target if threshold Adjusted EBIT performance is achieved and a payout opportunity of 200% for Mr. Lippert and up to 175% for the other named executive officers if maximum Adjusted EBIT performance is achieved. Further, Mr. Smith is a participant in the 2021 AIP now that he is an executive officer at the time of the establishment of the 2021 AIP performance goals.

Equity Awards

No changes were made to the structure or metrics of the equity awards for 2021.
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EXECUTIVE COMPENSATION

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 individual performance, while providing them with equity incentives to ensure alignment of their interests with those of our stockholders. For Mr. Lippert, 89% 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 for our other named executive officers that is at-risk is 77%.
The majority of the total direct compensation opportunity for our named executive officers — 89% for our President and CEO and on average 77% for our other named executive officers — is “at-risk” based on the achievement of specific performance goals and stock price performance.
President & CEO
Other NEOs (Average)


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 compensation comes from performance-based pay. For 2020, the performance-based components of our executive compensation program, other than the one-time equity grant described below, were designed as follows:
 
Short-Term Incentive
Long-Term Incentive
 
Annual Cash Incentive
Performance-Based Equity (60%)
Time-Based Equity (40%)
Objective
Reward achievement of short-term (annual) Company financial performance goals
Reward long-term financial results and drive stockholder value creation
Reinforce ownership in the Company Provide direct alignment with stockholders
Form
Cash
Performance Stock Units (PSUs)
Restricted Stock Units
Time Horizon
1 year
2-year measurement period followed by 1-year holding period
3 years
Metrics
Revenue – 20% weighting
Adjusted EBIT – 80% weighting
ROIC
Stock price appreciation Continued employment
In 2020, four of the NEOs also received a one-time equity grant of PSUs, designed as follows:
 
Long-Term Incentive
 
Performance-Based Equity
Objective
Reward financial results and drive stockholder value creation
Form
Performance Stock Units
Time Horizon
1 year
Metrics
Adjusted EBITDA of the Acquisitions
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Compensation Factors and Governance
The Compensation 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.
WHAT WE DO
Deliver executive compensation primarily through performance-based at-risk pay
Maintain a peer group for benchmarking pay
Set challenging short- and long-term incentive objectives
Place a cap on the annual cash incentive payments that executives can receive
Provide strong oversight that ensures adherence to equity grant regulations
Maintain a clawback policy for annual cash incentive and equity compensation, as well as an anti-hedging/pledging policy
Require stock ownership by our President and CEO and CFO, with minimum ownership levels defined by role
Have double-trigger change-in-control arrangements
Conduct an annual risk assessment to mitigate any compensation program-related risk having a material adverse effect on the Company
Offer market-competitive benefits for executives that are consistent with the benefits provided to the rest of our employees
Consult with an independent consultant on compensation levels and practices
 
 
WHAT WE DON’T DO
No hedging or pledging of equity
No guarantees or minimums related to base salary increases, annual cash incentives, or equity grants
No gross-ups upon change in control
No excessive perquisites
No supplemental executive retirement plans
 
 
Stockholder Input on Executive Compensation
We value the opinions of our stockholders and regularly solicit input on 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 Committee considers stockholder feedback, including the advisory “say-on-pay” vote at our annual meeting. In 2020, 67.4% of the votes cast approved the compensation of our named executive officers. We responded with a proactive outreach program led by our Compensation Committee Chair, Tracy Graham.
In the fall of 2020, we reached out and solicited feedback from the holders of 71% of institutionally held shares. The following stockholder engagement activities allowed us to gather input with respect to our executive compensation program from 27.5% our stockholders during the second half of 2020:
General investor engagement events: The Company participated in various investor engagement events that gave Management the opportunity to engage with institutional stockholders to discuss the current and forward-looking business environment.
Management attended the virtual Baird 2020 Global Consumer, Technology & Services Conference, and CL King Best Ideas Conference, among others.
The Company participated in Non-Deal Roadshows (NDRs) with the majority of our covering analysts, which attracted a high volume of investors, given the virtual environment.
Investor outreach regarding compensation: The Company’s CFO, Brian Hall, and the Compensation Committee Chair, Tracy Graham, participated in a series of outreach calls with some of LCI’s top stockholders in December 2020 and January 2021. The conversations with stockholders were focused on compensation, and LCI leadership received helpful feedback on how investors evaluate this topic, what they consider best practices, and suggestions to the Compensation Committee on how to adjust the current remuneration framework. A summary of this feedback and the Company’s response is below.
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Stockholder Feedback
LCI Response
Short-Term Incentives
Stockholders requested information about the changes made in the short-term incentive plan before 2020; specifically, regarding the increase in pay opportunity and changes in metrics.
Our recent stockholder outreach efforts are just the beginning of our ongoing effort to gather feedback and share information with transparency. Our revised CD&A structure is similarly intended to provide clear and transparent information on all of our executive compensation programs and decisions.
Some stockholders suggest the Company adopt ESG metrics in its incentive plans; in particular, adding performance goals related to the environment in the short-term incentive plan.
Our Compensation Committee continually reviews our executive compensation programs and incentives, making adjustments as appropriate based on a variety of factors, including market practice and stockholder input. As ESG continues to be an emerging priority, the Committee intends to consider utilizing ESG metrics in the future.
Long-Term Incentives
Investors want the Company to shift its long-term incentive program to a majority performance-based plan. The most recent figures disclosed show that the LTIP is 64% time-based.
As further explained in the Equity Grants section beginning on page 37, the Company awards a mix of PSUs and RSUs. Typically, the mix of PSUs and RSUs is 60% and 40%, respectively. In 2020, given the one-time equity grant of PSUs based on Adjusted EBITDA of the Acquisitions, the CEO’s mix was 65% PSUs and 35% RSUs. PSUs are performance-based and are earned if specific business performance metrics are achieved. In 2020, the other annual PSUs granted are based on ROIC, with a two-year measurement period followed by one-year holding period for any earned PSUs.
To strengthen our pay-for-performance culture, the Compensation 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 2021 and into the future. The Board strongly believes in engagement, communication, and transparency with the Company’s stockholders. The Company regularly participates in investor conferences and holds numerous meetings with institutional stockholders to discuss our financial performance, strategy, corporate governance, ESG practices, human capital management, and executive compensation program. The Company is committed to ongoing engagement with its investors on all appropriate matters, including executive compensation and governance.
Role of the Compensation Committee
The Compensation 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 Committee to evaluate and approve our executive compensation philosophy, plans, policies, programs, and decisions.
The following table provides the steps the Compensation 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.
STEP 1: Input on Compensation
STEP 2: Compensation Committee Decisions
STEP 3: Compensation Committee Oversight
At the beginning of each year, Management, including the President and CEO, provides recommendations to the Compensation Committee on the compensation of the named executive officers. The CEO does not make recommendations on his own pay.

These recommendations take into consideration the competitive market pay data provided by the Compensation Committee’s independent consultant, as well as an evaluation of the named executive officer’s role, contributions and performance in achieving Company performance, and long-term potential.
The Compensation Committee considers these recommendations together with the input of its independent compensation consultant and subsequently the Compensation Committee determines the named executive officers’ compensation, ensuring that it is aligned with our compensation philosophy.

All aspects of the CEO’s compensation are determined solely by the Compensation Committee, with input from its independent compensation consultant.
The Compensation Committee ensures that performance metrics are consistent with the financial, operational, and strategic goals set by the Board, the performance goals are sufficiently ambitious, and that amounts paid (when specified performance levels are achieved) are consistent with our executive compensation philosophy.
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STEP 1: Input on Compensation
STEP 2: Compensation Committee Decisions
 
(See more below on the Compensation Committee’s independent compensation consultant.)
For the coming year, the Compensation
Committee reviews and approves:

•  Objectives for each named executive officer
•  Variable pay target opportunities for annual
cash incentive compensation and long-
term equity incentives
•  Performance metrics for the annual cash
incentive and equity grants
 
 
Role of the Independent Compensation Consultant
Though the Compensation Committee has ultimate responsibility for compensation-related 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 Committee, and works with the Compensation Committee to validate and strengthen the pay-for-performance relationship and alignment with stockholders.
Pursuant to the rules of the Securities and Exchange Commission (“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.
Role of the Executive Compensation Peer Group
To help ensure we provide our named executive officers with fair and market-competitive compensation and to support retention of our key leaders, we annually review the compensation we offer our executives against executives within our peer group of companies.
In 2020, this peer group consisted of companies determined to be:
Similar in size (revenue and market capitalization), complexity, and global reach to LCI Industries;
In the auto parts and equipment industry or a similar industry; and
In competition with LCI Industries for executive talent.
LCI Industries is currently at the 54th percentile for median revenue when compared to the peer group. We design our total compensation packages to provide pay for performance, tracking when our results exceed or fall short of our financial and operational goals.
Defining our executive compensation peer group is a challenge given the complexity of our business as well as our concentrated geographic footprint. The Compensation Committee considers the unique situation in Elkhart County, Indiana, where our geographic proximity to so many other RV companies means competition for talent is high. Attracting talent to Elkhart County is an ever-present challenge as well. Thus, while many of our competitors are not publicly-traded companies, and therefore do not disclose their compensation practices for benchmarking, we must consider local pay practices as we make decisions about executive compensation. We look at market data alongside our decades of industry experience and knowledge of local RV industry pay practices and models to help ensure the Company can incentivize and engage our talented senior leadership team and broader workforce who are key to our continued business success.
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Our peer group is regularly reviewed by the Compensation Committee with consideration given to our strategy and the advice of its independent compensation consultant. The Compensation Committee in 2019 approved the following companies as part of our peer group, which continued without changes in 2020.
2020 Executive Compensation Peer Group
 
A. O. Smith
Graco
Patrick Industries
 
 
American Axle & Manufacturing
Hubbell, Inc.
Terex Corporation
 
 
Brunswick
ITT, Inc.
Thor Industries
 
 
Carlisle Companies
Lincoln Electric Holdings
Visteon
 
 
Dana
Meritor
Watts Water Technologies
 
 
Donaldson
Modine Manufacturing
Winnebago Industries
 
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:
 
Objective
Type of
Compensation
 
Key Features
Base Salary
Provide competitive fixed pay that is tied to the market and allows us to attract, retain, and motivate executives within the auto parts and equipment industry and broader market
Cash
Reflects individual skills, experience, responsibilities, and performance over time
Influences annual cash and long-term incentive opportunities
Short-Term Incentive —Annual Cash Incentive
Encourage focus on short-term business performance
Cash
Performance-based reward tied to achievement of short- term (annual) financial performance goals
Pays only if threshold performance levels are met or exceeded
Long-Term Incentive —Performance Stock Units (PSUs)
Increase multi-year profitability and stock price
Equity
Performance-based rewards tied to achievement of long-term performance goals
Vests only if threshold performance levels are met or exceeded
Links value to stock price
Long-Term Incentive —Restricted Stock Units (RSUs)
Closely align executive and stockholder interests and aid in retention
Equity
Promotes retention and enhances executive stock ownership
Links value to stock price
Other Benefits
Aid in attracting and retaining executive talent
Benefit
Severance provisions to protect Company and NEOs from
certain termination events
Broad-based benefits available to all team members
A Deferred Compensation Program
Analysis of 2020 Compensation Decisions
Base Salary
We establish base salaries for named executive officers that reflect each executive’s experience, expertise, and the complexity of their role, as well as current competitive compensation data. The Compensation 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.
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2020 Base Salary Decisions
Effective January 1, 2020, Messrs. Lippert, Hall, and Namenye received base salary increases of 5.0% as a result of their accomplishments in 2019. Mr. Schnur received a base salary increase of 11.1% reflecting the increased level of responsibilities of his new role as Group President - Aftermarket and continued leadership of our Information Technology department. Mr. Smith received a base salary increase of 9.1% reflecting the increased level of responsibilities of his new role as Group President - North America.
As previously discussed, Messrs. Lippert and Smith decided to reduce their base salaries by 25% while the Company was in an uncertain period of plant shutdowns in April and May. The other NEOs voluntarily reduced their base salaries by 10%. These temporary reductions lasted for an eight-week period from April 20 to June 15, 2020.
 
2019 Salary
2020 Approved
Salary
Percent Change
2020 Actual Salary(1)
Mr. Jason D. Lippert
$1,004,250
$1,054,000
5.0%
$1,013,462
Mr. Brian M. Hall
$450,000
$472,500
5.0%
$465,231
Mr. Ryan R. Smith
$550,000
$600,000
9.1%
$576,923
Mr. Jamie M. Schnur
$450,000
$500,000
11.1%
$492,308
Mr. Andrew J. Namenye
$412,000
$432,600
5.0%
$425,945
(1)
Reflects actual base salary paid in 2020 after temporary eight-week reductions.
2021 Base Salary Decisions
The NEOs received base salary increases effective January 1, 2021. The increases for Messrs. Lippert, Hall, and Namenye are intended to align their base salaries with the competitive market practice for their respective roles. Messrs. Smith and Schnur received increases reflecting their new roles and increased responsibilities, and to more closely align their base salaries with the competitive market practice for such roles as outlined above.
 
2020 Approved Salary
2021 Approved Salary
Percent Change
Mr. Jason D. Lippert
$1,054,000
$1,085,620
3.0%
Mr. Brian M. Hall
$472,500
$500,000
5.8%
Mr. Ryan R. Smith
$600,000
$750,000
25.0%
Mr. Jamie M. Schnur
$500,000
$600,000
20.0%
Mr. Andrew J. Namenye
$432,600
$445,578
3.0%
Annual Cash Incentive
Our 2020 AIP provides 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 Committee within the first 90 days of each year. The 2020 AIP was based on Company performance — revenue (20% weighting) and Adjusted EBIT (80% weighting). Each named executive officer has a target cash incentive opportunity, with no minimum (that is, the actual payment could be 0%) and a cap at 150% of the named executive officer’s target.
Because Mr. Smith did not become an executive officer until May 2020, for the 2020 fiscal year, he participated in a non-NEO cash incentive program, under which payouts were based solely on the Company’s EBIT for 2020.
Annual Incentive Plan and Other Cash Incentive Performance Metrics
Revenue and Adjusted EBIT were selected as the 2020 AIP performance metrics as they are key indicators of the strength of our business, and the Compensation Committee believes that they drive long-term stockholder return.
In February 2020, the Compensation Committee approved the annual performance goals for the 2020 AIP. Then, in late March, in an effort to protect the health and safety of team members and adhere to government mandates, we temporarily suspended production at select manufacturing facilities across North America and Europe. The temporary suspension of production on a plant-by-plant basis was consistent with government mandates or due to customer closures. As a result, the majority of our plants were shut down for the month of April.
To help ensure our executives were fairly measured on their performance during the unprecedented events that occurred in 2020, including those outlined above, the Compensation Committee considered a number of different alternatives to measure the executive officers under the 2020 AIP that were aligned not only with their strong performance and leadership in 2020, but also with actual Company results during the majority of the year.
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Following an in-depth review and discussions of these various alternatives, in December 2020, the Compensation Committee approved the removal of the April 2020 revenue and Adjusted EBIT amounts from both the performance goal levels previously established and from the actual results for the year, effectively moving from a full-year measurement period to an 11-month (excluding April 2020) measurement period. The Compensation Committee also reviewed the fact that revenue and Adjusted EBIT in both of the months of March and May 2020 were well below the original target goal levels, but determined to limit its adjustment to just exclude the month of April 2020.
The 2020 AIP provided for the following revenue goals for 2020, both on the original full-year basis and on the revised 11-month basis:
 
Full-Year Revenue Goals
($M)
Revised 11-Month Revenue
Goals ($M)(1)
Incentive Payout
Below Threshold
$
$
0% of Target
Threshold
$2,025,671
$1,841,148
50% of Target
Target
$2,700,894
$2,454,864
100% of Target
Maximum
$3,376,118
$3,068,580
150% of Target
(1)
Adjusted goal based on 11-month measurement period was approved by the Compensation Committee in December 2020.
The 2020 AIP provided that to the extent that the overall threshold associated with revenue is achieved or exceeded, the payment amount under the revenue goal for each participant would be calculated by multiplying 20% of the participant’s target cash incentive amount by the applicable incentive payout percentage as set forth in the table above. When revenue performance is between inflection points set forth above, linear interpolation will be used to determine the payout amount under the revenue goal.
The 2020 AIP provided for the following Adjusted EBIT goals for 2020, both on the original full-year basis and on the revised 11-month basis:
 
Full-Year Adjusted EBIT
Goals ($M)
Revised 11-Month
Adjusted EBIT Goals
($M)(1)
Incentive Payout
Below Threshold
$
$
0% of Target
Threshold
$184,925
$164,815
50% of Target
Target
$246,566
$219,753
100% of Target
Maximum
$308,208
$274,691
150% of Target
(1)
Adjusted goal based on 11-month measurement period was approved by the Compensation Committee in December 2020.
The 2020 AIP provided that to the extent that the overall threshold associated with Adjusted EBIT is achieved or exceeded, the payment amount under the Adjusted EBIT goal for each participant would be calculated by multiplying 80% of the participant’s target cash 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 will be used to determine the payout amount under the Adjusted EBIT goal.
For purposes of the 2020 AIP, revenue and Adjusted EBIT mean the Company’s 2020 consolidated net sales and the Company’s consolidated net income before interest and taxes, respectively, in each case as 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.
Because Mr. Smith did not become an executive officer until May 2020, for the 2020 fiscal year, he participated in a non-NEO cash incentive program, under which payouts were based solely on the Company’s EBIT for 2020. Under this program, a cash incentive pool was funded based on a 2020 EBIT goal of $246.6 million, with each participant being assigned a percentage share of such pool. Mr. Smith’s percentage was 0.978%. The Compensation Committee did not make any adjustments with respect to the measurement period of 2020 EBIT or the target payouts under this non-NEO cash incentive program.
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In addition, in March 2020, the Compensation Committee established an additional cash incentive opportunity of $300,000 for Mr. Schnur, based on the level of achievement of the following performance goals, which were important Company initiatives for 2020 within his area of responsibility:
Business Objective
Goal
Metrics
Aftermarket Sales Growth
Create a cross-selling and up-selling program for the 39 Contact Center
Develop and implement formal sales training plan for the Contact Center
​•
Measure direct-to-consumer sales originating from chat or calls
Create Consumer Focused Brand
Create outdoor lifestyle brand
Complete global brand assessment
 
Launch the Company’s aftermarket brand
 
Launch social media and marketing campaigns
Expand OneControl Platform
Diagnostic Trouble Code (DTC) offering
Create 4+ new DTCs for eco-system
​•
Finalize future digital platform strategy
2020 Annual Cash Incentive Payouts (paid in March 2021)
Actual revenue and Adjusted EBIT results achieved in 2020, excluding the month of April as discussed above, were strong. In February 2021, the Committee met and determined the degree to which the revenue and Adjusted EBIT goals under the 2020 AIP were achieved in 2020. Revenue for the 11-month period in 2020 was $2.74 billion (full-year revenue of $2.80 billion, less April 2020 revenue of $0.60 billion), resulting in a 123.03% of target payout multiple for this measure. Adjusted EBIT for the 11-month period in 2020 was $247.2 million (full-year EBIT of $222.9 million, plus April 2020 negative EBIT of $24.3 million), resulting in a 124.95% of target payout multiple for this measure. On a weighted basis, the overall percent of target achieved under the 2020 AIP was 124.57%. 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.
With respect to the 2020 non-NEO cash incentive program that Mr. Smith participated in, full-year 2020 EBIT was $222.9 million (full-year 2020 net income of $158.44 million, plus $51.041 million of provision for income taxes, and plus $13,453 million of interest expense, net), which was 90.42% of the target 2020 EBIT goal of $246.6 million. The Compensation Committee determined Mr. Smith’s resulting payout based on these results and his percentage payout opportunity as discussed above. Adjusted EBIT is a non-GAAP financial measure.
As a result of the Compensation Committee’s determinations as described above, the following table sets forth the cash incentive payment amount to each named executive officer under the 2020 AIP (or in Mr. Smith’s case, the non-NEO cash incentive program):
 
Target Cash
Incentive
Revenue Amount
Adjusted EBIT
Amount