Ryan Smith
LCI INDUSTRIESAbout Ryan Smith
Ryan R. Smith is Group President – North America at LCI Industries (LCII) and has served as a named executive officer since May 2020 . His 2024 pay structure is heavily performance-linked through an Annual Incentive Plan focused on Adjusted EBIT and long-term PSUs tied to ROIC and Free Cash Flow; LCI reported 2024 Adjusted EBIT of $218 million and added a CFO metric to the AIP, reflecting emphasis on cash generation . Company performance context: net income increased 123% and EBITDA rose 35% in 2024, and 2024 TSR stood at 113 (value of an initial $100), with multi-year Adjusted EBIT of $553mm (2022), $123mm (2023), $218mm (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LCI Industries | Group President – North America | May 2020–present | Led North America operations; participated in pay-for-performance AIP with 175% payout for 2022 based on record Adjusted EBIT; 2023 payout 0%; 2024 payout 89.56% |
External Roles
- Not disclosed in LCII proxies for Mr. Smith. Skip if not disclosed.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | $800,000 | $925,000 | $957,000 | $957,000 (unchanged per 2025 decisions) |
| Target Incentive ($) | $1,600,000 | $1,665,000 | $2,141,750 | N/A |
| Actual AIP Payout ($) | $2,800,000 | $0 | $1,918,206 | N/A |
| Stock Awards (Grant-Date Fair Value, $) | $2,451,043 | $3,583,161 | $3,247,927 | N/A |
| All Other Compensation ($) | $125,288 | $163,884 | $165,557 | N/A |
| Total Compensation ($) | $6,176,331 | $4,672,045 | $6,288,690 | N/A |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Component | Weighting | Target | Actual | Payout Mechanics | Outcome |
|---|---|---|---|---|---|
| Adjusted EBIT | Primary metric | $244mm Adjusted EBIT | $218mm | Payout is % of Target Incentive based on EBIT curve | 89.56% of Target Incentive ($1,918,206 for Smith) |
| Cash Flow from Operations (CFO) | Add-on (only if ≥90% EBIT target) | $357mm CFO | $370.3mm | If EBIT ≥90% of target, NEOs share 3% of excess CFO per allocation schedule (Smith 25%) | No CFO payout since EBIT <90% |
PSU Structure and Metrics
| Grant Year | Metric | Weight | Threshold | Target | Max | Measurement | Vesting |
|---|---|---|---|---|---|---|---|
| 2024 PSUs | ROIC | 50% | 12.4% (0.00x) | 18.5% (1.00x) | 22.5% (2.00x) | 2024–2026 | March 1, 2027 |
| 2024 PSUs | Avg FCF as % of Operating Profit | 50% | 45% (0.40x) | 70% (1.00x) | 95% (2.00x) | 2024–2026 | March 1, 2027 |
| 2022 PSUs | ROIC | ~100% (for 2022 design) | 16% (0.40x) | 20% (1.00x) | 24% (2.00x) | 2022–2024 | March 1, 2025 |
Notes:
- RSUs vest ratably over three years; 2024 RSUs for NEOs vest one-third annually .
- 2022 ROIC PSUs paid at 0% for the 2022 grant after performance below threshold (context for plan discipline) .
AIP Target/Payout Summary (Selected Years)
| Year | Target Incentive ($) | Actual Payout ($) | Actual as % of Target |
|---|---|---|---|
| 2022 | $1,600,000 | $2,800,000 | 175% |
| 2023 | $1,665,000 | $0 | 0% |
| 2024 | $2,141,750 | $1,918,206 | 89.56% |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total Beneficial Ownership (3/15/2025) | 30,092 shares; <1% of class |
| RSUs/PSUs not issuable within 60 days (as of 3/15/2025) | RSUs: 22,512; PSUs: 55,967 |
| Outstanding Unvested Awards (12/31/2024) | RSUs not vested: 10,660 (MV $1,102,137); PSUs unearned: 22,498 (MV $2,326,068; 2023 grant), 15,990 (MV $1,653,206; 2024 grant) |
| Options | None held by NEOs |
| Vested Stock in 2024 | Shares vested: 19,683; value realized: $2,492,065 |
| Ownership Guidelines | CEO 5x salary; other NEOs 4x salary; all compliant or within 3-year phase-in as of 12/31/2024 |
| Hedging/Pledging | Prohibited by insider trading/hedging policy; anti-hedging/pledging emphasized in compensation governance |
Employment Terms
| Provision | Ryan R. Smith |
|---|---|
| Agreement Term | Executive Employment Agreement: initial 3 years with automatic 1-year renewals |
| Severance (without cause / good reason) | 3 years of base salary (highest annualized rate in prior 2 years) + 3x average bonus (capped at current base) + current AIP amounts + accelerated time-based equity + 12 months COBRA + outplacement |
| Non-Compete / Non-Solicit | 36-month post-termination (Smith); others 24 months |
| Change-in-Control Vesting | Double-trigger; accelerated vesting if awards not assumed; proration rules for PSUs; RSUs accelerate on specified events |
| Estimated Payments (12/31/2024 hypothetical) | Involuntary Termination: $12,093,784; Disability: $7,118,761; Death: $7,098,481; CIC (awards not assumed or involuntary within 24 months): $4,223,275 (equity) |
Compensation Structure Analysis
- Cash vs Equity Mix: 2024 redesign increased cash component to align with market; Smith’s pay includes meaningful long-term equity (PSUs/RSUs) to maintain alignment with shareholders .
- Metric Design and Rigor: 2024 AIP retained Adjusted EBIT and added CFO thresholded add-on; PSUs weight ROIC and FCF equally with clear thresholds/targets/maxima, reinforcing returns and cash discipline .
- Clawbacks and Controls: NYSE-compliant clawback policy covering incentive-based compensation over prior three fiscal years upon restatement, plus plan-level recoupment authority; no excise tax gross-ups .
- Peer Benchmarking: Peer group includes sector-relevant industrials (e.g., Thor, Winnebago, Brunswick), reviewed with independent consultant (Willis Towers Watson) .
Compensation Peer Group (2024)
- A. O. Smith; American Axle & Manufacturing; Brunswick; Carlisle Companies; Dana; Donaldson; Graco; Hubbell, Inc.; ITT, Inc.; Lincoln Electric Holdings; Modine Manufacturing; Patrick Industries; Terex Corp; Thor Industries; Visteon; Watts Water Technologies; Winnebago Industries .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2022 | 97% approval |
| 2024 | 83% approval |
Management conducted extensive investor outreach; compensation program updates reflect shareholder input (e.g., shifting cash incentive to equity in 2022; adding CFO to AIP in 2024) .
Related Policies and Risk Indicators
- Insider Trading/Hedging: Prohibition on hedging and offsetting transactions in LCII stock for officers/directors; policy filed with 10-K and summarized in proxy .
- Deferred Compensation: Smith’s deferral plan balance was $1,273,117 at 12/31/2024 (no contributions in 2024; cumulative contributions $1,050,000) and $478,772 at 12/31/2022; unfunded and unsecured obligations .
- Options Repricing/Underwater Modifications: Not disclosed; NEOs hold no stock options .
- Perquisites: Limited (auto allowance, spousal travel, insurance); no aircraft, tax planning, or home security reimbursements .
Investment Implications
- Alignment and Incentive Quality: Smith’s package ties near-term pay to EBIT with a cash-flow gate and long-term pay to ROIC/FCF, indicating management focus on returns and cash generation—supportive of quality-of-earnings and capital discipline .
- Vesting-Driven Supply: Significant RSU/PSU overhang (unvested RSUs: 10,660; PSUs: 38,488 combined from 2023/2024 grants at 12/31/2024) and 2024 PSU cliff vest in 2027 suggest potential periodic selling pressure on vesting/settlement dates .
- Retention vs. Cost: Smith’s severance/non-compete terms (3x salary and bonus; 36-month restrictions) are retention-supportive but costly in downside scenarios; double-trigger CIC mitigates windfall optics .
- Governance and Shareholder Support: Strong clawback, anti-hedging/pledging, and stock ownership guidelines—though say-on-pay fell to 83% in 2024 from 97% in 2022, signaling some investor scrutiny amid variable performance outcomes .