James Gero
LCI INDUSTRIESAbout James F. Gero
James F. Gero, 80, is an independent director of LCI Industries (LCII) who has served on the Board since 1992. He is a private investor and formerly served as Chairman of Orthofix International, N.V.; his core credentials include corporate management and leadership, strategic planning, compensation oversight, and significant public company board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orthofix International, N.V. | Chairman of the Board | 2004–Dec 2013 | Publicly owned orthopedic devices supplier; board leadership experience |
| Intrusion, Inc. | Director | Over 20 years (dates not specified) | Publicly owned security software supplier; long-serving director |
External Roles
- Current: Private investor; no other current public company directorships are listed in LCII’s 2025 proxy biography for Mr. Gero .
Board Governance
- Independence: The Board determined in March 2025 that Mr. Gero is independent under NYSE standards .
- Committees: Compensation and Human Capital Committee; Corporate Governance, Nominating, and Sustainability Committee (member; not chair) .
- Attendance and engagement: In 2024, the Board met 7 times; all directors attended at least 75% of Board and committee meetings on which they served; all directors standing for election attended the 2024 annual meeting virtually .
- Committee activity levels (2024): Compensation and Human Capital (5 meetings), Corporate Governance, Nominating, and Sustainability (3 meetings) .
- Board leadership and executive sessions: LCII maintains an independent Chairman (Tracy D. Graham) and holds executive sessions of non-employee directors at each regularly scheduled Board meeting .
- Governance framework: Non-employee director stock ownership requirement (5x annual cash retainer); hedging is prohibited for directors; board conducts annual evaluations; separate Risk Committee .
Fixed Compensation
Director compensation for FY2024 (non-employee director):
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash (DSUs in lieu of cash elected) | $115,000 |
| Stock Awards (RSUs grant-date fair value) | $150,064 |
| All Other Compensation (primarily dividend equivalents) | $44,472 |
| Total | $309,536 |
- Structure and fees: Non-employee directors receive a $100,000 annual cash retainer (covers up to 20 meetings), plus an annual RSU grant valued ~ $150,000, with additional chair fees and $1,500 per meeting above 20; directors may elect DSUs in lieu of cash at 115% of the deferred fee (Mr. Gero elected DSUs in 2024) .
- 2024 director equity grant details: Grant of 1,354 RSUs on the 2024 annual meeting date (May 2024), valued at $110.83 per share; vests in full on the earlier of the first anniversary or the next annual meeting .
Performance Compensation
- Director equity is time-based (RSUs) and does not include performance-conditioned metrics; no options granted to non-employee directors in 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Gero in LCII’s 2025 proxy biography |
| Prior public company boards | Orthofix International (Chairman, 2004–2013); Intrusion, Inc. (director, over 20 years) |
| Compensation Committee interlocks | None; the Compensation and Human Capital Committee comprised independent directors with no interlocks requiring disclosure |
Expertise & Qualifications
- Corporate management and leadership; strategic planning; compensation matters; extensive public company board experience .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 318,073 shares |
| Ownership as % of class | 1.2% |
| RSUs outstanding (12/31/24) | 1,394 RSUs (2024 grant plus dividend equivalents; vest in May 2025/next annual meeting) |
| DSUs (not issuable within 60 days) | 9,845 DSUs (plus dividend equivalents) |
| Director stock ownership guideline | 5x annual cash retainer; all non-employee directors either comply or are within the 5-year compliance window |
| Hedging/pledging | Hedging transactions prohibited for directors; no pledging disclosures identified in the proxy |
Note: The proxy’s related-person transaction disclosure for 2024 references certain Lippert family employment relationships; it does not identify any related-party transactions involving Mr. Gero .
Governance Assessment
- Alignment signals: Significant personal stake (318,073 shares, ~1.2% of class) and use of DSUs indicate strong shareholder alignment; LCII’s director stock ownership guideline (5x retainer) and anti-hedging policy further reinforce alignment .
- Committee influence: As a member of both Compensation and Corporate Governance committees, Mr. Gero participates in oversight of pay practices, human capital, director nominations, board effectiveness, and related-person transactions, supporting governance rigor without chair-level concentration of power .
- Independence and engagement: Board has affirmed Mr. Gero’s independence; attendance met the company’s minimum threshold, and the Board’s structure (independent Chair, routine executive sessions) supports independent oversight .
- Shareholder context: 2024 say‑on‑pay received 83% support, indicating acceptable shareholder sentiment toward compensation governance during the period .
- Potential red flags to monitor:
- Long board tenure (service since 1992) can prompt investor focus on refreshment and evolving independence perceptions, though the Board has explicitly affirmed independence under NYSE standards .
- No director-specific conflicts disclosed; continue to monitor related-person disclosures and pledging (proxy prohibits hedging but does not explicitly address pledging) .
Appendix – Director Compensation Structure (Board-wide context)
- Annual cash retainer: $100,000; additional meeting fees of $1,500 per meeting above 20 .
- Chair fees (2024): Board Chair $150,000; Audit $25,000; Compensation $20,000; Governance $15,000; Risk $15,000; Strategy $20,000 .
- Annual equity grant: ~ $150,000 in RSUs; 2024 grant was 1,354 RSUs at $110.83 per share; vests at the earlier of one year or next annual meeting; dividend equivalents accrue .