LCI Industries (LCII) Proxy Filing summary

Board of directors and corporate governance

• Stephanie K. Mains retired from her CEO role at LSC Communications MCL, LLC and tendered her resignation from the board, but the board decided not to accept her resignation, and she remains a director nominee for the 2025 annual meeting.

Executive compensation and say-on-pay

• The 2024 Annual Incentive Plan (AIP) was based on Adjusted EBIT and Cash Flow from Operations (CFO), with a cap of $1.95 million for excess CFO payouts.

• Actual 2024 Adjusted EBIT was $218 million, resulting in an 89.56% payout of the target incentive; CFO targets were exceeded, but additional payouts were not triggered as the EBIT threshold was not met.

• Total target compensation for named executive officers remained unchanged for 2023–2025, but the mix shifted to emphasize cash, reflecting RV industry practices.

• Minimum, target, and maximum incentive payouts for 2024 AIP were clarified and corrected in the updated compensation tables.

• Grants of plan-based awards in 2024 included RSUs and PSUs, with PSUs vesting based on ROIC and FCF performance over 2024–2026.

• The compensation committee considers both public and local RV industry pay practices due to limited peer data availability.