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
Independent director with relevant technology and private equity expertise; no overboarding (1 other public board); all attendance requirements met; 3-year TSR gap of -20.2pp vs XLY does not exceed the 65pp threshold required to trigger a vote against.
Independent director with deep operations and supply chain experience; no other public boards; all attendance requirements met; TSR underperformance gap does not meet the 65pp trigger threshold.
Independent director with strong CFO and financial expertise; serves on 2 other public boards (within limit); chairs the Audit Committee and qualifies as audit committee financial expert; TSR gap does not exceed the 65pp trigger threshold.
CEO and executive director with 30+ years of company experience; holds 1 outside public board seat (within the 2-seat limit for sitting CEOs); TSR underperformance gap of -20.2pp vs XLY does not exceed the 65pp threshold required to trigger a vote against.
Independent director with extensive global industrial leadership experience; serves on 2 other public boards (within limit); all attendance requirements met; TSR gap does not exceed the 65pp trigger threshold.
Independent director with legal, governance, and financial expertise; serves on 3 other public boards (within the 4-board limit for non-CEO directors); joined in 2022 so tenure overlaps the underperformance period but the TSR gap of -20.2pp does not exceed the 65pp trigger threshold.
Independent director who is a sitting CEO of CTS Corporation holding 1 outside public board seat (within the 2-seat limit for sitting CEOs); brings deep manufacturing and automotive industry expertise; TSR gap does not exceed the 65pp trigger threshold.
Independent director with deep RV industry expertise as former President of Camping World; no other public boards; chairs the Compensation and Human Capital Committee; TSR gap does not exceed the 65pp trigger threshold.
All eight director nominees pass the policy screens: no overboarding, no attendance failures, no familial relationship issues, and LCII's 3-year price return of +32.3% against the XLY sector ETF results in a gap of only -20.2 percentage points, well below the 65pp threshold required to trigger votes against directors when absolute 3-year TSR is in the strong-positive (>+20%) range.
Say on Pay
✓ FORCEO
Jason D. Lippert
Total Comp
$10,093,861
Prior Support
51.52%%
Last year's say-on-pay vote received only about 51.5% support — well below the 70% threshold that would normally require a vote against if the company made no changes. However, the company conducted an extensive shareholder outreach program (engaging holders of 37% of shares), and the Compensation and Human Capital Committee made meaningful structural changes for 2026: introducing gross margin and revenue growth metrics to the annual incentive plan, eliminating a duplicative cash-flow modifier, setting explicit 50% minimum and 200% maximum payout caps, and raising the long-term free cash flow performance target. The CEO's total pay of approximately $10.1 million is well-structured — 88% is variable and at-risk, with long-term equity (performance stock awards and restricted stock awards) comprising the majority of the package — and performance metrics are tied to multi-year ROIC and free cash flow, which are genuine long-term value drivers. Given the substantive and documented response to shareholder feedback, a FOR vote is warranted.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not provide a fee table with sufficient detail to calculate the non-audit fee ratio, and auditor tenure is not disclosed; per policy, the tenure trigger requires confirmed data to fire and is therefore not applied. KPMG is a Big 4 firm fully appropriate for a $2.9B public company, and no material restatements are disclosed.
Overall Assessment
The 2026 LCI Industries annual meeting presents a clean ballot: all eight director nominees pass overboarding, attendance, and TSR screens; KPMG is an appropriate Big 4 auditor with no fee-ratio or restatement concerns visible in the filing; and the say-on-pay program earns support despite last year's low vote because the board conducted genuine shareholder outreach and implemented concrete structural improvements to the incentive plans. The only proposal outside the current policy scope is the equity plan share-reserve increase.