Jason Lippert
LCI INDUSTRIESAbout Jason Lippert
Jason D. Lippert is President and Chief Executive Officer of LCI Industries (LCI/LCII) and has served on the Board since 2007; he became CEO in May 2013, added the President title in May 2019, and has been CEO of subsidiary Lippert Components since February 2003. He is 52 and has 30+ years with the company across multiple leadership roles, giving him deep customer, manufacturing, and M&A experience . Under his leadership in 2024, Net Income rose 123% and EBITDA increased 35% amid a challenging RV/marine backdrop, while Aftermarket revenue grew $12 million; management highlighted cost savings, operational improvements, and product innovation (e.g., Touring Coil Suspension, Chill Cube A/C) as drivers . LCI’s value of a $100 investment (TSR proxy) was $124 (2020), $153 (2021), $94 (2022), $133 (2023), and $113 (2024), and 2024 Adjusted EBIT was $218 million (vs. a $244 million AIP target) with Cash Flow from Operations of $370.3 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LCI Industries | Chief Executive Officer | May 2013–Present | Leads strategy, M&A, and operations; extensive industry/customer knowledge . |
| LCI Industries | President | May 2019–Present | Oversees day-to-day execution; portfolio and profitability focus . |
| Lippert Components, Inc. | Chief Executive Officer | Feb 2003–Present | Grew OEM and aftermarket platforms; manufacturing and product innovation . |
| LCI Industries | Director | 2007–Present | Inside director; contributes deep operating insight . |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Quanex Building Products Corporation | Director | Nov 1, 2021 | Public company board service; manufacturer serving building products OEMs . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $1,100,000 | $1,155,000 | $1,195,000 |
- 2024 base salary increase: +3.5% YoY; no CEO base salary increase approved for 2025 (remains $1,195,000) .
- CEO pay mix: 88% of total direct compensation opportunity is at risk/variable (target incentive + equity) .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcome
| Item | Detail |
|---|---|
| Primary metric | Adjusted EBIT; CFO add-on only if ≥90% of EBIT target achieved . |
| 2024 EBIT target | $244 million (set 19.8% below 2023 target given anticipated softness) . |
| 2024 CFO target | $357 million . |
| CEO target incentive | $2,237,625 (expressed as a share of Adjusted EBIT) . |
| 2024 actual results | Adjusted EBIT $218 million (89.56% of target); CFO $370.3 million . |
| CEO payout | $2,004,074 (89.56% of target); no CFO add-on due to EBIT <90% . |
Long-Term Incentives – 2024 Grant
| Component | Weight | Grant Mechanics | CEO Award Detail |
|---|---|---|---|
| PSUs | 60% | 3-year performance period (2024–2026); metrics equally weighted: ROIC and average FCF as % of Operating Profit; linear interpolation; 0–200% payout; vest Mar 1, 2027 . | 31,664 target PSUs; target value $3,824,925 . |
| RSUs | 40% | Time-based vesting (1/3 annually over 3 years) . | 21,109 RSUs; value $2,549,950 . |
| Total 2024 LTI Target | — | — | $6,374,875 . |
PSU Performance Curves (2024–2026 cycle)
| Metric | Threshold | Target | Maximum |
|---|---|---|---|
| ROIC (weight 50%) | 12.4% → 0.00x | 18.5% → 1.00x | 22.5% → 2.00x |
| Avg. FCF as % of Op Profit (weight 50%) | 45% → 0.40x | 70% → 1.00x | 95% → 2.00x |
Additional notes:
- 2022 ROIC PSU cycle (2022–2024) paid 0% (below threshold), all PSUs forfeited—evidence of stringent ROIC goals and macro headwinds .
- No stock options outstanding for NEOs; equity is PSUs/RSUs only .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Beneficial ownership (CEO) | 384,973 shares; ~1.5% of outstanding . |
| Unissuable within 60 days (not in beneficial count): RSUs | 45,795 units . |
| Unissuable within 60 days (not in beneficial count): PSUs | 114,770 units . |
| Stock ownership guideline | CEO: 5× base salary . |
| Compliance status | All NEOs in compliance or within the 3-year window . |
| Hedging/Pledging | Hedging prohibited by policy; insider trading policy in place . |
Outstanding unvested awards at 12/31/24 (market value at $103.39/sh):
- RSUs: 6,647 (3/1/22) → $687,233; 14,406 (3/1/23) → $1,489,436; 21,929 (3/1/24) → $2,267,239 .
- PSUs: 45,920 (2023–2025 ROIC) → $4,747,669; 32,895 (2024–2026 ROIC/FCF) → $3,401,014 .
2024 vesting liquidity:
- Shares vested in 2024: 67,190; value realized on vesting: $8,506,926 .
Employment Terms
| Term | Key Provisions |
|---|---|
| Executive Employment Agreement | Initial 3-year term; auto-renews for 1-year periods; release required for severance . |
| Non-compete / Non-solicit | 24 months post-termination for CEO/most NEOs (36 months for one NEO) . |
| Severance (no cause / good reason) | 2× base salary (highest rate within 2 years) + 2× average bonus (3-year avg., capped at base), current AIP payout, 12 months COBRA equivalent, outplacement; time-based equity accelerates (with 1-year grant-age exception) . |
| Change-in-control treatment | Double trigger for accelerated equity; specific acceleration rules for RSUs/PSUs depending on performance period status and whether awards are assumed . |
| Clawback | NYSE-compliant clawback for incentive comp upon accounting restatement; recovery of erroneously awarded comp for the prior 3 fiscal years . |
| Tax gross-ups | None (company highlight) . |
| Deferred compensation | CEO aggregate balance $19,043,629; 2024 aggregate loss $(2,471,130); zero 2024 contributions . |
| Retirement programs | 401(k) with match; no defined benefit pension . |
Potential payments (hypothetical event on 12/31/24):
| Scenario | Base Salary | Annual Bonus | Current AIP | Other Benefits | Equity Acceleration | Total |
|---|---|---|---|---|---|---|
| Involuntary (no cause) / Good Reason | $2,390,000 | $2,390,000 | $2,004,074 | $77,763 | $8,742,693 | $15,604,530 |
| Disability | $1,195,000 | — | $2,004,074 | $20,280 | $8,475,016 | $11,694,370 |
| Death | $1,195,000 | — | $2,004,074 | — | $8,475,016 | $11,674,090 |
| CIC; awards not assumed or termination within 24 months | — | — | — | — | $8,475,016 | $8,475,016 |
Board Governance (including dual-role implications)
- Board/Chair structure: Independent Chairman (Tracy D. Graham); CEO is not Chair—helps mitigate dual-role/independence concerns .
- Independence: 8 of 9 director nominees are independent; Jason Lippert is the only employee director .
- Committees: Audit, Compensation & Human Capital, Corporate Governance/Nominating/Sustainability, Risk, Strategy—CEO is not listed on committees, consistent with independence norms .
- Executive sessions: Non-employee directors meet without management at each regular Board meeting; independent-only session at least annually .
- Attendance: Board held 7 meetings in 2024; all directors attended at least 75% of meetings/committees served .
- Director fees: Company policy—employees who serve as directors receive no additional director compensation .
Related Party/Conflicts
- Family employment: In 2024, Lippert Components employed Jarod Lippert (Chief Marketing Officer, $481,631) and Jayde Lippert (Business Development Manager, $191,541); both are Jason Lippert’s brothers. Compensation set under normal practices per disclosure .
Say-on-Pay, Peer Group, and Shareholder Feedback
- Say-on-Pay: 83% approval in 2024 .
- Independent consultant: Willis Towers Watson; committee determined no conflicts of interest .
- Peer group (2024): Includes A.O. Smith, American Axle, Brunswick, Carlisle, Dana, Donaldson, Graco, Hubbell, ITT, Lincoln Electric, Modine, Patrick, Terex, Thor, Visteon, Watts Water, Winnebago—selected for size/industry/talent market comparability .
Compensation Structure Analysis (signals)
- Increased cash mix for 2024 to align with market while retaining heavier equity weighting versus local peers; CEO mix 35% cash/65% long-term; others 50% cash/50% long-term .
- 2024 AIP EBIT target lowered 19.8% vs. 2023 given market softness; actual 89.56% payout on EBIT component and no CFO add-on despite CFO > target (due to <90% EBIT threshold) .
- No stock options; LTI uses PSUs/RSUs; 2022 ROIC PSU cycle forfeited at 0%, indicating rigor on long-term ROIC hurdles .
Investment Implications
- Alignment: CEO holds ~1.5% of outstanding shares and is subject to a 5× salary ownership guideline; equity is predominantly PSUs/RSUs with rigorous ROIC/FCF targets and a robust clawback policy—favorable for long-term alignment .
- Retention risk: Employment agreement offers competitive protection (2× salary and 2× average bonus, double-trigger equity, 24-month restrictive covenants), reducing flight risk through cycles .
- Near-term selling pressure: 2024 saw sizable vesting ($8.5M realized) and ongoing annual RSU tranches; while sales aren’t disclosed here, annual vesting and tax withholdings can create periodic supply—monitor Form 4s near March vesting dates .
- Pay-for-performance: 2024 EBIT-based payout at 89.56% with no CFO add-on and 2022 PSU forfeiture support a performance-sensitive pay design, though the 2024 target reset lower is a watch item; Say-on-Pay at 83% suggests room to deepen investor buy-in .
- Governance: Separate Chair/CEO structure, independent majority, committee independence, and regular executive sessions mitigate dual-role risks; related-party employment of family members is disclosed and monitored by governance processes .