Kieran O'Sullivan
LCI INDUSTRIESAbout Kieran M. O’Sullivan
Kieran M. O’Sullivan, 63, has served on LCI Industries’ Board since 2015 (≈10 years of tenure). He is President, Chief Executive Officer, and Chairman of CTS Corporation, with prior senior leadership at Continental AG. He is an independent director at LCII and chairs the Board’s Risk Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CTS Corporation | President, CEO & Chairman | 2013–present | Public-company leadership; operations, strategy, M&A, finance experience; aligns with LCII audit, governance, and risk oversight needs |
| Continental AG | EVP, Global Infotainment & Connectivity; NAFTA Interior Division Lead | 2006–2013 | Deep automotive electronics/operations expertise supporting LCII’s technology and supply chain oversight |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| CTS Corporation | President, CEO & Chairman | Public | Electronic components/sensors to auto, communications, medical, defense/aerospace, industrial, and computer OEMs; public-company board service and CEO role |
Board Governance
- Independence: The Board determined in March 2025 that O’Sullivan is independent under NYSE standards .
- Board attendance: LCII Board held 7 meetings in 2024; all directors attended ≥75% of Board and committee meetings on which they served. Directors attended the 2024 annual meeting virtually .
- Leadership structure: Independent Chairman; regular executive sessions each scheduled meeting; robust committee structure .
- Committee assignments:
- Risk Committee: Chair; 4 meetings held in 2024
- Audit Committee: Member; 7 meetings held in 2024
- Corporate Governance, Nominating, and Sustainability Committee: Member; 3 meetings held in 2024
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Covers up to 20 Board/committee meetings; $1,500 per meeting beyond 20 |
| Risk Committee Chair fee | $15,000 | Committee chair additional fee |
| Fees earned or paid in cash (total) | $115,000 | Matches retainer + chair fee |
| All other compensation | $5,857 | Dividend equivalents on stock awards; directors receiving dividend equivalents do not get stockholder rights until vesting |
| Total cash/other | $120,857 | Sum of cash + other |
Performance Compensation
| Equity Award | Grant Date | Units/Value | Vesting | Terms |
|---|---|---|---|---|
| RSUs (annual director grant) | May 2024 | 1,354 RSUs; grant-date fair value per share $110.83; ≈$150,064 total | Vest in full at earlier of first anniversary or next annual meeting | No options granted to directors in 2024 |
| RSUs held (year-end) | 12/31/2024 | 1,394 RSUs (incl. dividend equivalents) | Next vest date May 15, 2025 | Dividend equivalents accrue, same vesting |
Director equity is time-based; there are no disclosed performance metrics tied to director RSUs. Executive performance metrics (for context) include Adjusted EBIT and CFO in AIP and ROIC/FCF for PSUs, but these do not apply to director compensation .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Notes |
|---|---|---|---|
| CTS Corporation | CEO, Chairman, Director | Not disclosed in LCII proxy | CTS operates in components/sensors; LCII’s Corporate Governance Committee reviews related person transactions and resolves director conflicts-of-interest, providing a control framework if any potential overlaps arise |
Expertise & Qualifications
- Operations, strategy, M&A, and finance across manufacturing, electronics, automotive; global markets experience .
- Skills matrix placement aligns with Audit, Governance, and Risk oversight; chairing Risk signals comfort with enterprise risk management, cyber/operational risk, and strategic risk processes .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Unvested RSUs (excluded from beneficial count) | Notes |
|---|---|---|---|---|
| Kieran M. O’Sullivan | 21,548 | * (<1%) | 1,394 RSUs vesting May 15, 2025 (incl. dividend equivalents) | Beneficial ownership determined per SEC rules; RSUs vesting >60 days excluded from beneficial counts |
- Director Stock Ownership Guidelines: Non-employee directors must hold LCII equity equal to 5x annual cash retainer; all non-employee directors satisfy or are within the 5-year compliance period .
- Hedging prohibition: Directors are prohibited from hedging LCII stock; general portfolio diversification permitted . No pledging policy is disclosed in the proxy; no pledges reported for O’Sullivan.
Governance Assessment
- Board effectiveness: O’Sullivan’s chairmanship of the Risk Committee and membership on Audit and Governance committees place him at the center of financial reporting oversight, ERM, and board effectiveness processes. Risk Committee held 4 meetings, Audit 7, and Governance 3 in 2024, indicating regular engagement .
- Independence and attendance: Board affirmed independence; all directors met ≥75% attendance thresholds; annual meeting attendance achieved .
- Compensation alignment: Director pay is a straightforward mix of retainer, chair fee, and annual RSUs with dividend equivalents; no options in 2024; ownership guidelines enforce “skin-in-the-game” at 5x retainer .
- Other roles and time commitments: LCII policy caps outside boards for CEOs at two in addition to LCII’s board; proxy does not indicate O’Sullivan exceeds this threshold. His CTS CEO/Chair role could raise time-commitment considerations, but the Board’s independence review found no material relationships; conflicts are overseen by Governance Committee .
- Say-on-Pay context: 2024 say-on-pay support was 83%, suggesting acceptable investor sentiment toward LCII’s compensation governance environment broadly .
Red Flags
- None disclosed specific to O’Sullivan: no related-party transactions cited; no hedging violations; attendance threshold met; pay structure simple with no options repricing and modest chair fee .
- Monitoring item: Given his CEO/Chair position at CTS, continue to monitor any LCII–CTS commercial relationships and ensure Governance Committee conflict reviews remain active per policy .
Positive Signals
- Chairmanship of Risk Committee indicates strong board role in ERM; combined Audit membership enhances financial oversight .
- Compliance with stock ownership guidelines supports alignment; dividend equivalents accrue on RSUs, reinforcing long-term equity participation .
- Board governance practices include independent chair, majority voting, regular executive sessions, and prohibition on hedging—favorable for investor confidence .
Appendix: Director Compensation (Detail)
| Name | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|
| Kieran M. O’Sullivan | $115,000 | $150,064 | $5,857 | $270,921 |
Appendix: Committee Memberships
| Director | Audit | Compensation & Human Capital | Corporate Governance, Nominating & Sustainability | Risk | Strategy, Acquisition & Capital Deployment |
|---|---|---|---|---|---|
| Kieran M. O’Sullivan | Member | — | Member | Chair | — |
Appendix: Committee Activity (2024)
| Committee | Meetings Held |
|---|---|
| Audit | 7 |
| Compensation & Human Capital | 5 |
| Corporate Governance, Nominating & Sustainability | 3 |
| Risk | 4 |
| Strategy, Acquisition & Capital Deployment | 5 |
Notes on Conflicts and Related Parties
- Oversight: The Corporate Governance, Nominating & Sustainability Committee reviews and approves related-person transactions and resolves director conflicts-of-interest; Governance policies, Codes, and Whistleblower Policy available on LCII IR site .
- Hedging: Directors prohibited from hedging LCII stock; insider trading policy governs director transactions in LCII securities .
- Section 16(a): LCII reports all required filings satisfied in 2024 .