Linda Myers - Director | LCI INDUSTRIES (LCII) Executive Profile & Compensation

About Linda Myers

Linda K. Myers, age 61, has served as an independent director of LCI Industries (LCII) since November 2022. She was a partner at Kirkland & Ellis LLP from 1996 through February 2022, serving on the Global Management Executive Committee and founding the firm’s Diversity Integration Task Force and Women’s Leadership Initiative. She brings strong financial and legal acumen and currently chairs LCII’s Corporate Governance, Nominating, and Sustainability Committee, with additional service on the Risk and Strategy, Acquisition, and Capital Deployment Committees .

Past Roles

Organization	Role	Tenure	Committees/Impact
Kirkland & Ellis LLP	Partner; Senior leadership	1996–Feb 2022	Global Management Executive Committee; Founded Diversity Integration Task Force; Founding member of Women’s Leadership Initiative

External Roles

Organization	Role	Start	Committees/Impact
Gibraltar Industries	Director	—	Chair, Nominating, Governance & Corporate Social Responsibility; Member, Capital Structure & Asset Management; Member, Compensation & Human Capital
Marex Group plc	Director	Jan 2024	Chair, Remuneration Committee
Chelsea Lighting	Director	—	Director
Kinzie Capital Partners; National Philanthropic Trust; Chicago Shakespeare Theater; Lyric Opera of Chicago	Board leadership roles	—	Governance and civic leadership roles

Board Governance

Committee assignments: Chair, Corporate Governance, Nominating, and Sustainability (CGNS); Member, Risk; Member, Strategy, Acquisition, and Capital Deployment .
Independence: Board determined in March 2025 that Myers has no material relationship with the Company; meets NYSE independence standards .
Attendance: In 2024, Board held 7 meetings; all directors attended at least 75% of Board and committee meetings on which they served .
Committee activity levels (FY 2024): Audit 7 meetings; Compensation & Human Capital 5; CGNS 3; Risk 4; Strategy, Acquisition & Capital Deployment 5 .

Fixed Compensation

Component	Policy/Detail	FY 2024 Actual for Myers
Annual cash retainer	$100,000 (covers up to 20 Board/Committee meetings)	$115,000 (fees earned or paid in cash)
Chair fee	CGNS Chair: $15,000	Included in cash total
Meeting fees	$1,500 per meeting beyond 20	Not separately disclosed (cash total reflects policy)
Pay cadence	Paid quarterly	Paid quarterly
Consultant	Willis Towers Watson consulted for director comp mix/levels	—

Performance Compensation

Equity Award Type	Grant Detail	Vesting	FY 2024 Amount
RSUs (annual grant)	1,354 RSUs granted in May 2024 at $110.83 per share (≈$150,000 value); grant-date fair value methodology	Vest in full on the earlier of first anniversary of grant or next annual shareholder meeting	Stock awards value: $150,064
Options/other stock awards	Non-employee directors can receive options under plan; none granted in 2024	—	None in 2024
DSUs election (cash deferral option)	Directors may elect DSUs in lieu of cash (credited at 115% of deferred fee); some directors elected in 2024 (Gero, Reed, Mains)	Distributed as shares at end of deferral period; dividend equivalents accrue	Myers not listed among DSU electors

Director equity grants are time-based RSUs; no performance metrics apply to director compensation . For context on LCII incentive metrics (executives, not directors): 2024 AIP used Adjusted EBIT (89.56% payout achieved) and a Cash Flow from Operations in Excess of Target metric (no payout); 2024 PSUs were tied to ROIC and Free Cash Flow as a percent of Operating Profit .

LCII 2024 Incentive Metrics (NEOs, context)	Program	Outcome/Use
Adjusted EBIT	AIP	89.56% payout achieved (executives)
Cash Flow from Operations in Excess of Target	AIP add-on	No payout (executives)
ROIC	PSUs	Performance measure (executives)
Free Cash Flow as % of Operating Profit	PSUs	Performance measure (executives)

Other Directorships & Interlocks

Current public boards: Gibraltar Industries; Marex Group plc .
Additional roles: Chelsea Lighting; Kinzie Capital Partners; National Philanthropic Trust; Chicago Shakespeare Theater; Lyric Opera of Chicago .
Interlocks/conflicts: No related-person transactions disclosed involving Myers; CGNS Committee (chaired by Myers) reviews and approves related person transactions and resolves director conflicts .

Expertise & Qualifications

Financial/legal acumen; governance leadership; committee chair experience at public companies (Gibraltar, Marex) .
Board effectiveness and succession oversight via CGNS Committee mandate, including executive succession planning and related-person transaction approvals .

Equity Ownership

Holder	Beneficial Shares	Approx. % of Class	RSUs Held (12/31/2024)	Notes
Linda K. Myers	2,093	<1% (“*”)	1,394	RSUs vest May 15, 2025; RSUs counted separately from beneficial shares
Ownership guidelines (Directors)	Must hold 5x annual cash retainer (stock/RSUs/DSUs count; options do not)	Compliance	—	All non-employee directors satisfy guidelines or are within 5-year compliance window

Governance Assessment

Strengths: Independent director; chairs CGNS Committee overseeing board effectiveness, succession, and related-person transactions; robust director ownership guidelines (5x retainer) and time-based equity grants; all directors at least 75% attendance in 2024; active service on Risk and Strategy committees with defined oversight scopes .
Compensation alignment: Director pay mix is simple and transparent—cash retainer plus annual RSUs (~$150k), with chair fees; no options granted to directors in 2024; DSU program encourages long-term ownership .
Oversight quality: CGNS Committee chaired by Myers met 3 times in 2024; Compensation & Human Capital Committee met 5; Audit met 7; Risk met 4; Strategy met 5, indicating active committee oversight cadence .
Red flags: No pledging/hedging disclosures for Myers identified; no Myers-related party transactions disclosed. The proxy includes a prohibition on hedging by directors section, and related-person transactions oversight is explicit under CGNS, which mitigates conflict risk .