Independent
Tenure on this board
10.3 yrs
Also a director at
1ST Source Corp (SRCE)
8 nominees · 4 ballot items.
Election of eight directors; Advisory (non-binding) vote to approve executive compensation; Ratification of KPMG LLP as independent auditor for 2026; Approval of the LCI Industries Amended 2018 Omnibus Incentive Plan (increase share reserve and extend term).
Elect eight directors to serve until the next annual meeting.
Non-binding advisory vote to approve the compensation of the company’s named executive officers.
This non-binding management proposal asks stockholders to approve, on an advisory basis, the compensation of the Company’s named executive officers (NEOs) as disclosed in the proxy statement, including the CD&A and related tables. Management seeks a vote to demonstrate shareholder support for its pay-for-performance framework; the Company conducted targeted outreach after a lower support vote in 2025 and implemented changes to the 2026 compensation program to address investor concerns. The board recommends a FOR vote, citing alignment with performance, enhancements to incentive metrics (e.g., refined AIP metrics, clearer payout framework, tougher long-term PSU targets), and continued use of ROIC and free cash flow metrics. Because the vote is advisory, the board will consider the result in future decisions but is not bound by it.
Ratify the appointment of KPMG LLP as independent auditor for the year ending December 31, 2026.
Approve amendments to the Amended 2018 Plan to increase available shares by 992,898 and extend the term by 10 years.
Management requests shareholder approval to increase the share reserve under the Company’s 2018 Omnibus Incentive Plan by 992,898 shares and to extend the plan’s term by 10 years. The board frames this as necessary to ensure sufficient equity is available for future grants to attract, retain, and motivate employees and directors. The company discloses its historical three-year run rate (1.06%) and estimates the requested reserve will cover approximately five to six years of awards at historical usage. The Amended Plan incorporates governance safeguards — e.g., minimum one-year vesting, limits on repricing without shareholder approval, limits on director awards, no automatic full vesting on a change-in-control absent termination, and forfeiture/clawback provisions — which the board cites in recommending approval. The board recommends FOR because it believes the amendment balances shareholder protection with the company’s need to maintain competitive equity compensation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.5% | 2,543,645 | $313M |
| 2 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 6.7% | 1,621,253 | $199M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.1% | 1,479,123 | $182M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 5.5% | 1,346,384 | $166M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 1,045,422 | $129M |
| 6 | STATE STREET CORP | 3.8% | 921,661 | $113M |
| 7 | FMR LLC | 3.8% | 917,735 | $113M |
| 8 | AMERICAN CENTURY COMPANIES INC | 3.7% | 893,329 | $110M |
| 9 | FMR LLC | 3.2% | 774,167 | $95M |
| 10 | BlackRock, Inc. | 2.9% | 703,387 | $87M |
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