John Sirpilla
LCI INDUSTRIESAbout John A. Sirpilla
Independent director since 2019; age 58; currently CEO and founder of Encourage LLC (family office investing in retail, medical development, health management). Former President of Camping World Accessory Stores (2003–2012) and Chief Business Development Officer for the parent of Camping World and Good Sam (2012–2017), retiring in 2017. Board roles include Pro Football Hall of Fame, Aultman Health Foundation, TecTraum Inc., Wellspring Financial Services, and Society Brands. Committee assignments: Chair—Compensation and Human Capital; Member—Risk; Member—Strategy, Acquisition, and Capital Deployment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Camping World Accessory Stores | President | 2003–2012 | Led 140-store nationwide RV accessories retail chain |
| Parent of Camping World & Good Sam | Chief Business Development Officer | 2012–2017 | Led store operations, logistics, and new business development; retired in 2017 |
| Stark County Catholic Schools | Chairman of the Board | Not disclosed | Community leadership |
| United Way of Greater Stark County | Chairman of the Board | Not disclosed | Community leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pro Football Hall of Fame | Board Member | Not disclosed | Non-profit governance |
| Aultman Health Foundation | Board Member | Not disclosed | Healthcare non-profit governance |
| TecTraum Inc. | Board Member | Not disclosed | Private company board |
| Wellspring Financial Services | Board Member | Not disclosed | Private company board |
| Society Brands | Board Member | Not disclosed | Private company board |
Board Governance
- Independence: Determined independent by the Board (March 2025) under NYSE standards .
- Board/Committee attendance: Board held 7 meetings in 2024; all directors attended at least 75% of Board and committee meetings; directors expected to attend annual meeting—2024 meeting attendance was virtual for all standing for election .
- Executive sessions: Non-employee directors meet in executive session with each regular Board meeting; at least one meeting annually of only independent directors .
- Leadership: Independent Chairman; separate Chair/CEO roles .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation & Human Capital | Chair | 5 |
| Risk | Member | 4 |
| Strategy, Acquisition & Capital Deployment | Member | 5 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $121,500 | Includes $100,000 annual cash retainer and $20,000 committee chair fee (Compensation & Human Capital); meeting fees $1,500 per meeting over 20 are available under policy |
| Stock Awards (2024) | $150,064 | Annual grant of 1,354 RSUs at $110.83 per share (closing price on grant date); RSUs vest on earlier of first anniversary or next annual meeting |
| All Other Compensation (2024) | $5,857 | Dividend equivalents; directors may receive dividend equivalents on RSUs |
| RSUs outstanding at 12/31/2024 | 1,394 | Includes dividend equivalents; those RSUs vest on May 15, 2025 (2025 annual meeting date) |
Director compensation structure:
- Annual cash retainer: $100,000; Chair fees—Compensation & Human Capital: $20,000; Audit: $25,000; Governance: $15,000; Risk: $15,000; Strategy: $20,000; meeting fees of $1,500 for meetings beyond 20 .
- DSU election: Available at 115% of deferred cash value; Sirpilla did not elect DSUs in 2024 (elected by Gero, Reed, Mains) .
| 2024 Director Pay Mix (Sirpilla) | Amount | Share of Total |
|---|---|---|
| Cash Fees | $121,500 | 43.8% (computed from cited amounts) |
| Equity (RSUs grant-date fair value) | $150,064 | 54.1% (computed from cited amounts) |
| Other | $5,857 | 2.1% (computed from cited amounts) |
Performance Compensation
Sirpilla chairs the Compensation & Human Capital Committee overseeing executive pay and incentive design (not director pay). Key incentive metrics and outcomes:
| Plan | Metric | Target | Actual/Outcome | Payout/Mechanics |
|---|---|---|---|---|
| 2024 Annual Incentive Plan (AIP) | Adjusted EBIT | $244 million | $218 million | 89.56% of target for all NEOs |
| 2024 AIP | Cash Flow from Operations (CFO) | $357 million | $370.3 million | No payout (did not reach ≥90% of EBIT target) |
| 2024 PSUs (3-yr, 2024–2026) | ROIC (weighted 50%) | 18.5% target; scale: 12.4%=0.0x; 14.5%=0.4x; 18.5%=1.0x; 22.5%=2.0x | 3-year assessment in 2027 | Earned PSUs vest Mar 1, 2027 |
| 2024 PSUs (3-yr, 2024–2026) | Avg FCF as % of Operating Profit (weighted 50%) | 70% target; scale: <45%=0.0x; 45%=0.4x; 70%=1.0x; 95%=2.0x | 3-year assessment in 2027 | Earned PSUs vest Mar 1, 2027 |
Compensation governance features: Double-trigger change-in-control vesting; non-compete required for equity awards; incentive clawback policy aligned to NYSE listing standards; no excise tax gross-ups; stock ownership guidelines for executives and directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Sirpilla |
| Compensation committee interlocks | None; company reports no interlocks per SEC definition for 2024 |
| Related-party transactions | None disclosed involving Sirpilla; Governance Committee reviews and approves any related-person transactions under Item 404 of Regulation S-K |
Expertise & Qualifications
- 31+ years of RV industry leadership; strategic planning and investment expertise .
- Governance experience across corporate and non-profit boards .
- As Comp Committee Chair, oversees executive pay philosophy, incentive design, and human capital policies; uses independent consultant Willis Towers Watson with no conflicts found .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (3/15/2025) | 7,120 shares; <1% of class | Excludes 1,394 RSUs vesting May 15, 2025 |
| Unvested RSUs (Director) | 1,394 units | Granted May 2024; vest at 2025 annual meeting or first anniversary |
| Shares outstanding (Record date) | 25,236,482 | For ownership % calculation |
| Ownership % of outstanding | ~0.028% (7,120 / 25,236,482) | Computed from cited figures |
| DSUs | Not disclosed for Sirpilla | DSUs election disclosed for other directors; not Sirpilla |
| Pledging/Hedging | Hedging prohibited by policy; pledging not disclosed | |
| Director ownership guideline | 5x annual cash retainer (excludes chair fees); all non-employee directors meet or are within five-year period |
Governance Assessment
- Independence and attendance: Independent; met at least 75% attendance threshold; engaged in executive sessions—positive for board effectiveness .
- Compensation governance: As Chair, oversees robust pay-for-performance framework (EBIT/CFO AIP, ROIC/FCF PSUs), clawback, double-trigger CIC—supports investor alignment .
- Director pay alignment: Balanced cash/equity mix with annual time-based RSUs; stock ownership guidelines at 5x retainer; dividend equivalents modest—generally aligned .
- Other roles/conflicts: Prior senior roles at Camping World; LCII cites growing Lippert presence in Camping World stores, but no related-party transactions disclosed for Sirpilla—monitor for potential perceived conflicts; formal related-party review process in place .
- Shareholder feedback: Say-on-pay approval at 83% in 2024; active investor outreach cited—supportive signal of compensation oversight effectiveness .
- RED FLAGS: None disclosed specific to Sirpilla (no Section 16(a) delinquencies; no interlocks; no related-party transactions); general hedging prohibition in place .