Andrew Namenye

About Andrew Namenye

Andrew J. Namenye is Executive Vice President, Chief Legal Officer, and Corporate Secretary of LCI Industries (LCII). He joined the company in September 2017 and served as Vice President – Chief Legal Officer and Secretary beginning November 2017; by 2021 he held his current EVP title . The 2018 proxy reported his age as 38 and prior legal roles at Thor Industries, All American Group/Coachmen, and Barnes & Thornburg LLP . Under LCII’s leadership team in 2024, Net Income rose 123% and EBITDA grew 35%, while Cash Flow from Operations (CFO) reached $370.3M versus a $357M target; however, AIP CFO payouts required at least 90% of the Adjusted EBIT target (actual EBIT was $218M vs $244M) and therefore did not trigger the CFO component .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Annual Incentive Plan (AIP) – Metrics and Outcomes

Annual Equity Long-Term Incentive Grants (RSUs and PSUs)

Key PSU Outcomes (History)

Equity Ownership & Alignment

Beneficial Ownership

Outstanding Equity Awards (FY-end 2024)

• Stock vested in 2024: 9,961 shares; value realized $1,261,162 .
• Anti-hedging and anti-pledging: Company prohibits hedging and pledging of LCII stock; NEO stock ownership guidelines required, minimum levels defined by role (specific multiples not disclosed) .

Employment Terms

• Executive Employment Agreement: initial 3-year term; auto-renewals; severance on termination without cause/for good reason equals 2x base salary (highest annualized within two years) and 2x average bonus (capped at current base salary), plus AIP amounts, accelerated vesting of time-based equity, 12 months COBRA premiums, and outplacement; paid over 24 months; double-trigger change-in-control applies .
• Death/Disability: one-year base salary or salary less disability payments; incentive compensation for year-end; accelerated vesting of time-based equity; performance awards per plan; 12 months COBRA for disability .
• Restrictive Covenants: non-compete and non-solicitation generally 24 months post-termination; certain executives executed extensions adding 12 months (Lippert, Hall, Smith, Schnur, Namenye) .
• Clawback: NYSE-compliant compensation recovery policy covering incentive-based compensation for material restatements (three prior fiscal years) .
• Insider Trading Policy: Company-adopted policy; compliance with laws and NYSE standards .

Compensation Structure Analysis

• Mix shift: For 2024, NEO pay mix redesigned to 50% cash / 50% long-term compensation (CEO 35%/65%); equity grants 60% PSUs and 40% RSUs; PSUs tied to ROIC + Free Cash Flow over 2024–2026 .
• AIP design: 2024 included EBIT as primary metric (payout multiple of 89.56% on $218M actual vs $244M target) and an additional CFO component (actual $370.3M vs $357M target) payable only if ≥90% EBIT threshold was met; CFO component did not pay due to EBIT shortfall .
• Governance features: anti-hedging/pledging; clawback; ownership guidelines; double-trigger CIC; no stock options granted to NEOs .

Risk Indicators & Red Flags

• 2023 AIP zero payout (Adjusted EBIT $123M; 0% of target) — demonstrates pay-for-performance but highlights cyclicality exposure .
• 2022 AIP payout included negative discretion applied to Namenye (cash payout reduced to 157.5% of target due to circumstances outside his performance) .
• Historical say-on-pay: 2021 saw only 23% approval, triggering investor outreach and program adjustments; 2020 had 67.4% approval .
• No hedging or pledging permitted — positive alignment; options not used — reduces risk of repricing .

Equity Ownership & Alignment

• Ownership building: Beneficial ownership increased from 16,639 (2023) to 23,355 (2024) to 26,229 (2025); remains <1% of outstanding shares .
• Scheduled vesting pipeline: RSUs vest annually over three years; PSUs vest at end of performance cycles (2023 ROIC PSUs vest 03/01/2026; 2024 ROIC/FCF PSUs vest 03/01/2027) — potential periodic selling pressure from vesting events; 2024 vesting realized 9,961 shares valued at $1.26M .
• Ownership policies: stock ownership guidelines required for NEOs; anti-hedging/pledging policy in place .

Performance & Track Record

• 2024 operational outcomes: Net Income +123%, EBITDA +35%; Aftermarket revenue +$12M; CFO $370.3M (above target), though EBIT was 89.56% of target — AIP reflected these outcomes in payouts .
• PSU history: 2020 and 2021 ROIC PSUs earned at 200% of target and vested on 03/01/2023 and 03/01/2024 respectively, indicating strong ROIC achievements in those cycles .

Investment Implications

• Alignment and rigor: Namenye’s pay is tightly linked to EBIT and ROIC/FCF outcomes; no options and anti-hedging/pledging reduce misalignment risk; clawback adds accountability .
• Retention profile: Two-year salary and bonus severance; extended non-compete/non-solicit periods; time-based RSUs and multi-year PSUs create golden handcuffs; retention risk appears moderated by contract economics .
• Trading signals: Material vesting events (e.g., 9,961 shares vested in 2024 valued at $1.26M) can create episodic supply; watch PSU vest dates (2026, 2027) and AIP determinations for near-term sentiment impacts .
• Governance watchouts: Past low say-on-pay (23% in 2021) led to program changes; continue monitoring shareholder feedback and any negative discretion applications for signals on governance stance and potential future design shifts .