Stephanie Mains
LCI INDUSTRIESAbout Stephanie K. Mains
Stephanie K. Mains, age 57, has served on LCI Industries’ Board since 2021. She is CEO of LSC Communications MCL, LLC and brings 30+ years across aviation, energy, transportation, and industrial services, including CEO roles at GE Industrial Solutions (later ABB) and GE Distributed Power Global Services; she previously held senior finance roles at GE Aviation Services . The Board affirmatively determined she is independent under NYSE rules (March 2025) and that each Audit Committee member, including Mains, is an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LSC Communications MCL, LLC (Atlas Holdings portfolio) | Chief Executive Officer | Apr 2021–present | Leads turnaround and operations for industrial services business |
| GE Power Conversion | Interim Chief Executive Officer | 2020 | Led profitable turnaround through COVID-19 |
| GE Industrial Solutions (later ABB) | President & CEO | 2015–2019 | Led $2.7B business transformation/divestiture to ABB |
| GE Distributed Power Global Services | President & CEO | 2013–2015 | Integrated and grew $2.2B global services platform |
| GE Energy | GM/Vice President (Services) | 2006–2013 | Built out and transformed a $4B global service operation |
| GE Aviation Services – Contractual Services & Material Solutions | Chief Financial Officer | Prior to 2006 | CFO for $4B aviation materials services business |
External Roles
| Company | Role | Public/Private | Committee Roles (if disclosed) |
|---|---|---|---|
| Diamondback Energy, Inc. | Director | Public | Not disclosed in LCII proxy |
| Gates Industrial Corporation plc | Director | Public | Not disclosed in LCII proxy |
| Stryten Manufacturing (Atlas Holdings) | Director | Private | Not disclosed in LCII proxy |
Board Governance
- Committee memberships: Audit; Compensation and Human Capital; Strategy, Acquisition, and Capital Deployment (not a chair) .
- Independence: Board determined Mains is independent (along with 8 of 9 nominees); independent Chairman; majority voting standard; regular executive sessions each Board meeting .
- Attendance: Board held 7 meetings in FY2024; all Directors attended at least 75% of Board and committee meetings on which they served. Committee meeting counts: Audit (7), Compensation (5), Governance (3), Risk (4), Strategy (5) .
- Workload limits: Governance Principles state CEOs should not serve on >2 other public boards; non-CEOs on >4 other public boards. Mains, a private-company CEO, serves on two public boards (Diamondback, Gates), consistent with LCII limits .
- Related-party/Interlocks: Governance Committee reviews related person transactions and Director conflicts; Compensation Committee disclosed “no interlocks” as defined by the SEC .
Fixed Compensation (Director)
| Component | FY2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $115,000 | Mains elected DSUs in lieu of cash; value shown equals DSUs credited at 115% of deferred fee; retainer structure is $100,000 covering up to 20 meetings, plus $1,500 for meetings beyond 20; chair fees apply only to chairs (not Mains) . |
| All other compensation (dividend equivalents, etc.) | $11,789 | Dividend equivalents on stock awards; no option grants to Directors in 2024 . |
| Total Director cash-related compensation | $126,789 | Sum of fees and other comp; RSU equity below. |
Performance Compensation (Director)
| Equity Instrument | Grant Date | Shares/Units | Grant Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual Director grant) | May 2024 | 1,354 | $150,064 (at $110.83 close) | Vest on earlier of first anniversary or next annual meeting . |
| RSUs held at 12/31/2024 | — | 1,394 | — | Reflects grant plus dividend equivalents; vest May 15, 2025 . |
| DSUs (in lieu of cash fees) | 2024 credits | N/A | N/A | Not issuable within 60 days; Mains had 2,063 DSUs (plus dividend equivalents) with deferred distribution timing per her election . |
- Director awards are not performance-conditioned (no director PSUs/options in 2024); equity is time-based RSUs and elective DSUs to enhance alignment .
- Hedging is prohibited for Directors; stock ownership guidelines require 5x annual cash retainer within five years. LCII reports all non-employee Directors satisfy or are within the compliance window .
Other Directorships & Interlocks
| Company | Overlap with LCII (supplier/customer/competitor) | Noted Interlocks/Conflicts |
|---|---|---|
| Diamondback Energy, Inc. | None disclosed in LCII proxy | None disclosed; standard public company directorship . |
| Gates Industrial Corporation plc | None disclosed in LCII proxy | None disclosed . |
| Stryten Manufacturing | None disclosed in LCII proxy | None disclosed . |
Expertise & Qualifications
- Strategy and portfolio development; financial management; acquisitions and integrations; digital transformation; global expansion; manufacturing and service capability; customer engagement; talent development; cultural evolution .
- Audit Committee Financial Expert designation; deep operational and services leadership across industrial sectors .
Equity Ownership
| Ownership Metric | Amount |
|---|---|
| Total beneficial ownership (common shares) | 4,080 (less than 1% of class) . |
| RSUs not counted in beneficial ownership (due <60 days) | 1,394 (vest May 15, 2025) . |
| DSUs not issuable within 60 days | 2,063 (plus dividend equivalents) . |
| Ownership guideline | 5x annual cash retainer; all non-employee Directors compliant or within five-year period . |
| Hedging policy | Prohibited for Directors and team members . |
Insider Trades
| Filing Date | Form | Summary |
|---|---|---|
| Jan 2, 2025 | Form 4 | Reported changes in beneficial ownership (likely RSU/DSU-related per LCII director award cadence); see SEC filing index for details . |
| May 19, 2025 | Form 4 | Reported changes in beneficial ownership; details in SEC index . |
| Oct 1, 2024 | Form 4 | Reported changes in beneficial ownership; details in SEC index . |
| Oct 2, 2023 | Form 4 | Reported changes in beneficial ownership; filing includes POA; details in XML . |
| Mar 11, 2022 | Form 4 | Reported changes in beneficial ownership; POA included . |
LCII’s proxy lists Director RSU grants and DSU elections; open-market transactions by Mains are not disclosed in the proxy. Refer to linked SEC Forms 4 for exact unit counts and transaction types.
Governance Assessment
-
Positive signals
- Independence, audit financial expertise, and service on Audit and Compensation committees enhance oversight credibility .
- Director pay structure emphasizes equity; Mains elected DSUs in lieu of cash, increasing long-term alignment; stock ownership guideline at 5x retainer with compliance reported .
- Robust governance practices: independent chair; majority voting; regular executive sessions; clawback policy (executives); prohibition on hedging; no poison pill .
- Compensation Committee uses independent consultant (Willis Towers Watson); no SEC-defined interlocks; shareholder say-on-pay approval of 83% in 2024 indicates investor support for pay programs .
-
Watch items
- Multi-board and CEO responsibilities could constrain time; LCII’s guidelines cap CEOs at two other public boards—Mains currently at two (Diamondback, Gates), consistent but close to the cap .
- LCII related-party employment involves Lippert family members; not connected to Mains but remains a governance point for overall board oversight .
-
RED FLAGS
- None disclosed specific to Mains: no related-party transactions, pledging, or hedging; attendance met thresholds; no director option repricing .
Committee Context and Compensation Oversight
| Committee | Chair | Independence | 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit | Virginia L. Henkels | All members independent; all “financial experts” (incl. Mains) | 7 | Oversees reporting, internal control, compliance; cybersecurity oversight with Risk Committee . |
| Compensation & Human Capital | John A. Sirpilla | All independent (incl. Mains) | 5 | Administers AIP, PSUs/RSUs for executives, clawback policy; independent consultant engaged . |
| Strategy, Acquisition & Capital Deployment | Brendan J. Deely | Board-level strategy/acquisition oversight | 5 | Mains serves; guides strategic transactions against goals . |
| Corporate Governance, Nominating & Sustainability | Linda K. Myers | All independent | 3 | Reviews related-person transactions, Director comp, conflicts; maintains governance policies . |
| Risk | Kieran M. O’Sullivan | All independent | 4 | Enterprise risk oversight; coordinates risk responsibilities across committees . |
Board and committees conducted annual evaluations; Directors meet regularly without management; independent Chair coordinates governance processes .