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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

 

The following table sets forth information regarding compensation of our CEO (referred to as our “PEO” in this section) and our other NEOs (the “Non-PEO NEOs”) on an average basis, along with total shareholder return, net income, and Adjusted EBIT for our fiscal years 2023, 2022, 2021 and 2020, as required by the SEC’s pay versus performance rules. For information regarding the Compensation and Human Capital Committee’s pay-for-performance philosophy and how executive compensation is aligned with Company performance, refer to the CD&A.

 

Pay Versus Performance Tables (“PVP”)

 

      Average SCT   Value of Initial Fixed $100   Adjusted
  SCT Total CAP to Total for Non-PEO Average CAP to Investment Based On: Net Income EBIT
Year for PEO(1)  PEO(4)  NEOs(1)  Non-PEO NEOs(4)  TSR Peer Group TSR(2)  ($mm) ($mm)(3) 
(a) (b) (c) (d) (e) (f) (g) (h) (i)
2023 $8,642,843 $6,518,542 $2,281,477 $1,577,949 $133 $108 $64 $123
2022 $10,533,675 $(2,915,608) $3,770,625 $1,515,940 $94 $102 $395 $553
2021 $10,993,750 $24,642,255 $3,792,843 $5,626,233 $153 $151 $288 $398
2020 $9,509,751 $13,440,874 $2,299,341 $2,809,689 $124 $123 $158 $247

 

Legend

SCT — “Summary Compensation Table”

CAP — “Compensation Actually Paid”

TSR — “Total Shareholder Return”

 

(1) The following individuals are included as PEO and Non-PEO NEOs in the table above.

 

Years PEO Non-PEO NEOs
2023 Jason D. Lippert Lillian D. Etzkorn
    Ryan R. Smith
    Jamie M. Schnur
    Andrew J. Namenye
    Brian M. Hall
Years PEO Non-PEO NEOs
2022 - 2020 Jason D. Lippert Brian M. Hall
    Ryan R. Smith
    Jamie M. Schnur
    Andrew J. Namenye
(2) Our peer group for the calculation of TSR is the S&P Composite 1500 Auto Parts & Equipment Index, which is the industry index used in our stock price performance graph in our 2023 Annual Report to Stockholders.

 

(3) Adjusted EBIT is identified as our company-selected measure. 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.

 

(4) The following adjustments were made to adjust SCT total pay in determining CAP. No adjustments were required in respect of stock options as none were granted and included in the SCT during 2020 – 2023.

 

      Deductions from SCT Total Additions or Deductions to SCT Total  
NEO Year SCT Total Amounts Reported
in the Summary
Compensation
Table Stock Awards
Column
Amounts Reported
in the Summary
Compensation
Table for Pension
Value ($)
Value of Equity
Award Adjustments
Calculated in
Accordance with CAP
Requirements(a)
Value of Service Cost
and Prior Service Cost
under the Pension
Plans
CAP
  2023 $8,642,843 $(7,169,980) $5,045,679 $6,518,542
Jason D. 2022 $10,533,675 $(6,522,567) $(6,926,716) $(2,915,608)
Lippert 2021 $10,993,750 $(5,245,239) $18,893,744 $24,642,255
  2020 $9,509,751 $(5,316,527) $9,247,650 $13,440,874
Average for 2023 $2,281,477 $(1,585,792) $882,263 $1,577,949
Non-PEO 2022 $3,770,625 $(1,680,171) $(574,514) $1,515,940
NEOs 2021 $3,792,843 $(1,087,172) $2,920,563 $5,626,233
  2020 $2,299,341 $(707,881) $1,218,229 $2,809,689

 

(a) The following elements comprise the equity fair value adjustments included in CAP.

 

NEO Year Fair value at fiscal year
(FY) end, of equity awards
granted during the FY that
remained outstanding
Change in fair value at FY end
versus prior FY end for awards
granted in any prior FY that
remained outstanding
Change in fair value at vesting
date versus prior FY end for
awards granted in any prior FY
that vested during the FY
Total Equity
Adjustments
Reflected in CAP
  2023 $2,523,251 $630,644 $1,891,784 $5,045,679
Jason D. 2022 $3,128,591 $(6,657,207) $(3,398,100) $(6,926,716)
Lippert 2021 $9,113,251 $9,213,995 $566,498 $18,893,744
  2020 $8,564,877 $1,017,350 $(334,577) $9,247,650
Average for 2023 $596,067 $22,340 $263,856 $882,263
Non-PEO 2022 $854,897 $(1,049,842) $(379,569) $(574,514)
NEOs 2021 $1,888,872 $940,829 $90,862 $2,920,563
  2020 $1,101,643 $153,430 $(36,843) $1,218,229
     
Company Selected Measure Name Adjusted EBIT      
Named Executive Officers, Footnote

(1) The following individuals are included as PEO and Non-PEO NEOs in the table above.

 

Years PEO Non-PEO NEOs
2023 Jason D. Lippert Lillian D. Etzkorn
    Ryan R. Smith
    Jamie M. Schnur
    Andrew J. Namenye
    Brian M. Hall
Years PEO Non-PEO NEOs
2022 - 2020 Jason D. Lippert Brian M. Hall
    Ryan R. Smith
    Jamie M. Schnur
    Andrew J. Namenye
     
Peer Group Issuers, Footnote
(2) Our peer group for the calculation of TSR is the S&P Composite 1500 Auto Parts & Equipment Index, which is the industry index used in our stock price performance graph in our 2023 Annual Report to Stockholders.

 

     
PEO Total Compensation Amount $ 8,642,843 $ 10,533,675 $ 10,993,750 $ 9,509,751
PEO Actually Paid Compensation Amount $ 6,518,542 (2,915,608) 24,642,255 13,440,874
Adjustment To PEO Compensation, Footnote
(4) The following adjustments were made to adjust SCT total pay in determining CAP. No adjustments were required in respect of stock options as none were granted and included in the SCT during 2020 – 2023.

 

      Deductions from SCT Total Additions or Deductions to SCT Total  
NEO Year SCT Total Amounts Reported
in the Summary
Compensation
Table Stock Awards
Column
Amounts Reported
in the Summary
Compensation
Table for Pension
Value ($)
Value of Equity
Award Adjustments
Calculated in
Accordance with CAP
Requirements(a)
Value of Service Cost
and Prior Service Cost
under the Pension
Plans
CAP
  2023 $8,642,843 $(7,169,980) $5,045,679 $6,518,542
Jason D. 2022 $10,533,675 $(6,522,567) $(6,926,716) $(2,915,608)
Lippert 2021 $10,993,750 $(5,245,239) $18,893,744 $24,642,255
  2020 $9,509,751 $(5,316,527) $9,247,650 $13,440,874
Average for 2023 $2,281,477 $(1,585,792) $882,263 $1,577,949
Non-PEO 2022 $3,770,625 $(1,680,171) $(574,514) $1,515,940
NEOs 2021 $3,792,843 $(1,087,172) $2,920,563 $5,626,233
  2020 $2,299,341 $(707,881) $1,218,229 $2,809,689

 

(a) The following elements comprise the equity fair value adjustments included in CAP.

 

NEO Year Fair value at fiscal year
(FY) end, of equity awards
granted during the FY that
remained outstanding
Change in fair value at FY end
versus prior FY end for awards
granted in any prior FY that
remained outstanding
Change in fair value at vesting
date versus prior FY end for
awards granted in any prior FY
that vested during the FY
Total Equity
Adjustments
Reflected in CAP
  2023 $2,523,251 $630,644 $1,891,784 $5,045,679
Jason D. 2022 $3,128,591 $(6,657,207) $(3,398,100) $(6,926,716)
Lippert 2021 $9,113,251 $9,213,995 $566,498 $18,893,744
  2020 $8,564,877 $1,017,350 $(334,577) $9,247,650
Average for 2023 $596,067 $22,340 $263,856 $882,263
Non-PEO 2022 $854,897 $(1,049,842) $(379,569) $(574,514)
NEOs 2021 $1,888,872 $940,829 $90,862 $2,920,563
  2020 $1,101,643 $153,430 $(36,843) $1,218,229
     
Non-PEO NEO Average Total Compensation Amount $ 2,281,477 3,770,625 3,792,843 2,299,341
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,577,949 1,515,940 5,626,233 2,809,689
Adjustment to Non-PEO NEO Compensation Footnote
(4) The following adjustments were made to adjust SCT total pay in determining CAP. No adjustments were required in respect of stock options as none were granted and included in the SCT during 2020 – 2023.

 

      Deductions from SCT Total Additions or Deductions to SCT Total  
NEO Year SCT Total Amounts Reported
in the Summary
Compensation
Table Stock Awards
Column
Amounts Reported
in the Summary
Compensation
Table for Pension
Value ($)
Value of Equity
Award Adjustments
Calculated in
Accordance with CAP
Requirements(a)
Value of Service Cost
and Prior Service Cost
under the Pension
Plans
CAP
  2023 $8,642,843 $(7,169,980) $5,045,679 $6,518,542
Jason D. 2022 $10,533,675 $(6,522,567) $(6,926,716) $(2,915,608)
Lippert 2021 $10,993,750 $(5,245,239) $18,893,744 $24,642,255
  2020 $9,509,751 $(5,316,527) $9,247,650 $13,440,874
Average for 2023 $2,281,477 $(1,585,792) $882,263 $1,577,949
Non-PEO 2022 $3,770,625 $(1,680,171) $(574,514) $1,515,940
NEOs 2021 $3,792,843 $(1,087,172) $2,920,563 $5,626,233
  2020 $2,299,341 $(707,881) $1,218,229 $2,809,689

 

(a) The following elements comprise the equity fair value adjustments included in CAP.

 

NEO Year Fair value at fiscal year
(FY) end, of equity awards
granted during the FY that
remained outstanding
Change in fair value at FY end
versus prior FY end for awards
granted in any prior FY that
remained outstanding
Change in fair value at vesting
date versus prior FY end for
awards granted in any prior FY
that vested during the FY
Total Equity
Adjustments
Reflected in CAP
  2023 $2,523,251 $630,644 $1,891,784 $5,045,679
Jason D. 2022 $3,128,591 $(6,657,207) $(3,398,100) $(6,926,716)
Lippert 2021 $9,113,251 $9,213,995 $566,498 $18,893,744
  2020 $8,564,877 $1,017,350 $(334,577) $9,247,650
Average for 2023 $596,067 $22,340 $263,856 $882,263
Non-PEO 2022 $854,897 $(1,049,842) $(379,569) $(574,514)
NEOs 2021 $1,888,872 $940,829 $90,862 $2,920,563
  2020 $1,101,643 $153,430 $(36,843) $1,218,229
     
Compensation Actually Paid vs. Total Shareholder Return

The following charts show, for each of 2020, 2021, 2022, and 2023, the relationship between CAP to our PEO and to the average of our Non-PEO NEOs, to our TSR, our peer group’s TSR, our net income, and our Adjusted EBIT.

 

COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN

 

 

 

     
Compensation Actually Paid vs. Net Income

The following charts show, for each of 2020, 2021, 2022, and 2023, the relationship between CAP to our PEO and to the average of our Non-PEO NEOs, to our TSR, our peer group’s TSR, our net income, and our Adjusted EBIT.

 

COMPENSATION ACTUALLY PAID VERSUS NET INCOME

 

 


     
Compensation Actually Paid vs. Company Selected Measure

The following charts show, for each of 2020, 2021, 2022, and 2023, the relationship between CAP to our PEO and to the average of our Non-PEO NEOs, to our TSR, our peer group’s TSR, our net income, and our Adjusted EBIT.

 

COMPENSATION ACTUALLY PAID VERSUS ADJUSTED EBIT

 

 

     
Total Shareholder Return Vs Peer Group

The following charts show, for each of 2020, 2021, 2022, and 2023, the relationship between CAP to our PEO and to the average of our Non-PEO NEOs, to our TSR, our peer group’s TSR, our net income, and our Adjusted EBIT.

 

COMPENSATION ACTUALLY PAID VERSUS TOTAL SHAREHOLDER RETURN

 

 

 

     
Tabular List, Table

Tabular List of Company Performance Measures

 

For the fiscal year ended December 31, 2023, Adjusted EBIT is identified as the most important financial performance measure in linking “compensation actually paid” to our performance; Adjusted EBIT was the only performance measure used in our annual cash incentive program in 2023. The other most important financial performance measure used in 2023 in linking “compensation actually paid” to our performance is ROIC; ROIC was the only performance measure used in our PSU awards granted in 2023. We only used these two financial measures in our 2023 incentive plans, so only those two are being disclosed in the following table.

 

Tabular List of Most Important Measures  

(1) Adjusted EBIT

 
(2) ROIC  
     
Total Shareholder Return Amount $ 133 94 153 124
Peer Group Total Shareholder Return Amount 108 102 151 123
Net Income (Loss) $ 64,000,000 $ 395,000,000 $ 288,000,000 $ 158,000,000
Company Selected Measure Amount 123,000,000 553,000,000 398,000,000 247,000,000
PEO Name Jason D. Lippert Jason D. Lippert Jason D. Lippert Jason D. Lippert
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted EBIT      
Non-GAAP Measure Description
(3) Adjusted EBIT is identified as our company-selected measure. 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.

 

     
Measure:: 2        
Pay vs Performance Disclosure        
Name ROIC      
PEO | Amounts Reported in the Summary Compensation Table Stock Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (7,169,980) $ (6,522,567) $ (5,245,239) $ (5,316,527)
PEO | Amounts Reported in the Summary Compensation Table for Pension Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Value of Equity Award Adjustments Calculated in Accordance with CAP Requirements [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 5,045,679 (6,926,716) 18,893,744 9,247,650
PEO | Value of Service Cost and Prior Service Cost under the Pension Plans [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Fair Value at Fiscal Year (FY) End of Equity Awards Granted During the FY that Remained Outstanding [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,523,251 3,128,591 9,113,251 8,564,877
PEO | Change in Fair Value at FY End Versus Prior FY End for Awards Granted in any Prior FY that Remained Outstanding [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 630,644 (6,657,207) 9,213,995 1,017,350
PEO | Change in Fair Value at Vesting Date Versus Prior FY End for Awards Granted in any Prior FY that Vested During The FY [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,891,784 (3,398,100) 566,498 (334,577)
Non-PEO NEO | Amounts Reported in the Summary Compensation Table Stock Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,585,792) (1,680,171) (1,087,172) (707,881)
Non-PEO NEO | Amounts Reported in the Summary Compensation Table for Pension Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Value of Equity Award Adjustments Calculated in Accordance with CAP Requirements [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 882,263 (574,514) 2,920,563 1,218,229
Non-PEO NEO | Value of Service Cost and Prior Service Cost under the Pension Plans [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Fair Value at Fiscal Year (FY) End of Equity Awards Granted During the FY that Remained Outstanding [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 596,067 854,897 1,888,872 1,101,643
Non-PEO NEO | Change in Fair Value at FY End Versus Prior FY End for Awards Granted in any Prior FY that Remained Outstanding [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 22,340 (1,049,842) 940,829 153,430
Non-PEO NEO | Change in Fair Value at Vesting Date Versus Prior FY End for Awards Granted in any Prior FY that Vested During The FY [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 263,856 $ (379,569) $ 90,862 $ (36,843)