Brendan Deely
LCI INDUSTRIESAbout Brendan J. Deely
Independent director of LCI Industries since 2011; age 59. Currently CEO and President of EFC International, with prior CEO roles at Banner Solutions and A.H. Harris; earlier leadership at L&W Supply (President & CEO) and USG Corporation (Senior Vice President). Core credentials: extensive corporate management, operations, supply chain, and compensation experience; board and leadership experience with socially responsible organizations. Committee leadership: Chair, Strategy, Acquisition, and Capital Deployment Committee. Committees: Corporate Governance, Nominating, and Sustainability; Risk. Independence: affirmed independent under NYSE standards (March 2025 review). Attendance: all directors attended at least 75% of Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Banner Solutions | President & CEO | 2018–2023 | Led a leading wholesaler of door hardware/security; operational leadership in distribution. |
| A.H. Harris Construction Supplies | Independent Director; then President & CEO | 2016–Mar 2018 | Led distributor turnaround; executive leadership transition. |
| L&W Supply (USG subsidiary) | President & CEO | 2004–Dec 2014 | Ran large building materials distributor; operations and supply chain oversight. |
| USG Corporation | Senior Vice President | 2008–Nov 2014 | Corporate leadership at a public building systems manufacturer. |
| USG/affiliates (various) | Executive roles | >5 years prior to 2004 | Progressive executive roles in operations and management. |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| EFC International | CEO & President | Private | Specialty engineered fasteners/components provider. |
| Dayton Superior Corporation | Board Member | Private | Concrete accessories/chemicals/forming provider. |
Board Governance
- Committee assignments: Chair, Strategy, Acquisition, and Capital Deployment; Member, Corporate Governance, Nominating, and Sustainability; Member, Risk.
- Independence: Board determined Deely is independent under NYSE rules (no material relationships).
- Attendance and engagement: Board held 7 meetings; all directors attended at least 75% of Board and applicable committee meetings in 2024. Committee meeting counts: Audit (7), Compensation & Human Capital (5), Corporate Governance, Nominating & Sustainability (3), Risk (4), Strategy, Acquisition & Capital Deployment (5).
- Leadership structure and process safeguards: Independent Chairman; executive sessions each regular meeting; annual Board/committee evaluations; separate Risk Committee oversight.
Fixed Compensation (Director)
| Component | 2024 Amount | Policy/Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Covers up to 20 Board/committee meetings; $1,500 per meeting beyond 20. |
| Chair fee (Strategy, Acquisition & Capital Deployment) | $20,000 | Committee chair fee schedule. |
| Cash fees earned (reported) | $120,000 | Matches retainer + chair fee. |
| All other compensation (dividend equivalents) | $5,857 | Dividend equivalents credited on stock awards. |
| Total cash + other | $125,857 | Sum of fees and dividend equivalents. |
- Compensation governance: Director pay structure simple and transparent; uses independent consultant (Willis Towers Watson) for benchmarking.
Performance Compensation (Director)
| Equity Instrument | Grant Date | Shares/Units | Grant Date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| RSUs (annual director grant) | May 2024 | 1,354 | ~$150,000 (at $110.83) | Vest in full on earlier of first anniversary or next annual meeting; dividend equivalents accrue. |
| RSUs held at 12/31/2024 | — | 1,394 | — | Balance reflects dividend equivalents credited. |
- Metrics: Director equity awards are time-based; no performance metrics apply to non-employee director RSUs.
- DSU election: Not elected by Deely (only Gero, Reed, and Mains elected DSUs in lieu of cash in 2024); DSUs credited at 115% of deferred fee when elected.
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Deely.
- Compensation committee interlocks: None reported for 2024.
- Potential interlocks with customers/suppliers/competitors: Not disclosed; no related-party transactions involving Deely reported.
Expertise & Qualifications
- Strategic and operational leader with deep experience in distribution, manufacturing, operations, and supply chain; significant exposure to compensation matters and socially responsible organizations.
- Board effectiveness: Chairs the Strategy, Acquisition & Capital Deployment Committee, providing oversight on strategy formulation, M&A, and capital deployment.
Equity Ownership
| Holder | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| Brendan J. Deely | 12,986 shares | <1% | Excludes 1,394 RSUs (May 2024 grant + dividend equivalents) vesting May 15, 2025. |
| Shares outstanding reference date | 25,236,482 (as of Mar 21, 2025) | — | Record date for 2025 meeting. |
- Director stock ownership guidelines: Required to hold 5x annual cash retainer (shares/RSUs/DSUs count; options do not). All non-employee directors satisfy or are within the five-year compliance period.
- Hedging/pledging: Hedging transactions prohibited for directors; no pledging disclosures specific to Deely.
Insider Trades
| Item | 2024 Status |
|---|---|
| Section 16(a) compliance | Company believes all directors and officers satisfied filing requirements in 2024. |
Governance Assessment
- Strengths: Independent director since 2011 with substantial operating and distribution experience; chairs strategy/M&A committee—a key value lever for LCII; independence affirmed; no related-party transactions disclosed; meets ownership alignment standards; hedging prohibited; attendance threshold met across Board/committees.
- Director compensation mix: Balanced cash/equity with equity (~$150k) exceeding cash fees ($120k), aligning with shareholder interests; dividend equivalents modest.
- Red flags: None disclosed regarding conflicts, related-party transactions, hedging/pledging, or delinquent filings; no compensation committee interlocks.
Overall signal: Governance profile supports investor confidence—independence verified, active strategic oversight as a committee chair, no related-party or attendance concerns, and ownership alignment through stock ownership guidelines and equity-based director pay.