LCI INDUSTRIES (LCII)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
LCI INDUSTRIES · Meeting: May 12, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Directors
Graham has served since 2016, holds 1 outside public board seat (well within limits), attended all meetings per the proxy, has relevant technology and private equity expertise, and the 3-year TSR gap of -9.0pp versus the peer median falls well short of the 65pp trigger required for a strong-positive absolute TSR period.
Deely has served since 2011, holds 0 outside public board seats, attended all meetings, brings deep operations and supply chain expertise relevant to LCI, and the TSR underperformance versus peer median (-9.0pp) is far below the 65pp threshold needed to trigger a No vote.
Henkels has served since 2017, holds 2 outside public board seats (within limits), chairs the Audit Committee with CPA credentials satisfying financial expertise requirements, attended all meetings, and the 3-year TSR gap versus peers does not trigger a vote against.
Lippert serves as CEO and board director since 2007, holds 1 outside public board seat (within the 2-seat limit for sitting CEOs), attended all meetings, and while the company's 3-year TSR trails the peer median by -9.0pp, this is far below the 65pp threshold required to trigger a No vote given LCII's strong-positive absolute 3-year return of nearly 30%.
Mains has served since 2021 (roughly 5 years, within the 24-month exemption period's outer bounds but with meaningful tenure), holds 2 outside public board seats (within limits), attended all meetings, brings relevant industrial and global operations expertise, and TSR underperformance does not reach the trigger threshold.
Myers has served since 2022, holds 3 outside public board seats (within the 4-seat limit for non-CEO directors), attended all meetings, brings strong legal and governance expertise, and the 3-year TSR gap of -9.0pp versus peer median is well below the 65pp threshold needed to trigger a No vote.
O'Sullivan has served since 2015, is a sitting CEO of CTS Corporation and holds 1 outside public board seat at LCII (within the 2-seat limit for sitting CEOs), attended all meetings, brings relevant manufacturing and global markets experience, and TSR underperformance versus peers does not trigger a No vote.
Sirpilla has served since 2019, holds 0 outside public board seats, attended all meetings, brings deep RV industry expertise directly relevant to LCI's core business, and the 3-year TSR gap versus peer median is well below the 65pp threshold required for a No vote.
All eight director nominees pass the policy screens: no director is overboarded, all attended at least 75% of meetings, audit committee members have demonstrated financial expertise, no familial relationships with senior management were identified, and LCII's 3-year TSR gap versus the company-disclosed peer median (-9.0pp) falls far short of the 65pp underperformance threshold applicable when absolute 3-year TSR is strongly positive (approximately +30%). FOR is appropriate for the full slate.
Say on Pay
✓ FORCEO
Jason D. Lippert
Total Comp
$10,093,861
Prior Support
51.52%%
The prior year Say on Pay vote received only approximately 51.5% support, which is well below the 70% threshold that would normally require a No vote if no changes were made — however, the company conducted an extensive shareholder outreach program, contacting investors representing 70% of outstanding shares and engaging with 37% of shares, and made meaningful structural changes to the 2026 incentive program including introducing explicit minimum and maximum payout thresholds, simplifying metrics, adding gross margin and revenue growth to the annual incentive plan, and raising the free cash flow performance target in long-term awards. On pay structure, 88% of the CEO's total direct compensation opportunity is variable and at-risk, long-term equity awards use genuine performance conditions (ROIC and free cash flow over a 3-year period), and the 2023 ROIC awards were forfeited entirely when performance fell below threshold — demonstrating the plan actually withholds pay when performance is poor. The company's pay-for-performance alignment and credible, documented response to shareholder concerns support a FOR vote despite the elevated prior-year concern.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
KPMG is a Big 4 firm appropriate for a $3B market cap company. The proxy filing text provided does not include the auditor fee table with specific dollar amounts, so the non-audit fee ratio cannot be calculated; however, the absence of disclosed fee data does not trigger a No vote under policy — tenure is also not confirmed in the provided text, so neither the tenure trigger nor the fee ratio trigger can be confirmed as fired. No material restatements are disclosed. The default vote is FOR.
Overall Assessment
The 2026 LCI Industries annual meeting ballot presents four proposals: director elections for eight nominees (all pass policy screens with a FOR vote), ratification of KPMG as auditor (FOR, Big 4 firm with no confirmed fee or tenure triggers), and an advisory Say on Pay vote that warrants FOR despite a concerning 51.5% prior-year support figure because the company made substantive, documented changes to its compensation program in direct response to shareholder feedback. Proposal 4, the amended equity plan, is outside the scope of the current policy and no determination is produced.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing