Tracy Graham
LCI INDUSTRIESAbout Tracy D. Graham
Tracy D. Graham, 51, is Chairman of the Board at LCI Industries and has served as a director since 2016. He is CEO/CIO of Graham-Allen Partners (founded in 2009), previously built and sold multiple technology companies (including GramTel USA to Cincinnati Bell), and served as VP of SMB Technology Services at Cincinnati Bell; he is a University of Notre Dame alumnus with 27+ years of leadership experience in technology and cybersecurity. He is deemed independent by the Board under NYSE standards and serves as an independent Chairman separate from the CEO role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cincinnati Bell | Vice President, SMB Technology Services | Prior to 2009 | Led technology services; brings data technology and cybersecurity perspective |
| GramTel USA (and two other tech companies) | Founder/Builder (sold businesses) | Prior to sale to Cincinnati Bell | Built and exited three tech companies over ~12 years; operational and M&A experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 1st Source Corporation (public) | Director | Current | Public bank holding company headquartered in South Bend, IN |
| University of Notre Dame | Board of Trustees | Current | Alma mater; governance and network ties |
| Graham-Allen Partners | CEO & CIO | 2009–present | Private equity focused on tech/tech-enabled companies |
Board Governance
- Independent status: Board determined Mr. Graham meets NYSE independence standards; he is one of eight independent nominees (9 of 10 directors are independent; only CEO is non-independent) .
- Chairman role and responsibilities: Independent Chairman separate from CEO; presides over executive sessions, approves agendas/information flow, guides governance processes and succession planning .
- Committee memberships: Audit Committee member; Corporate Governance, Nominating, and Sustainability Committee member .
- Attendance and engagement: Board held 7 meetings in 2024; all directors attended at least 75% of Board and committee meetings; all directors standing for election attended the 2024 annual meeting .
- Executive sessions: Non‑employee directors meet in executive session with each regularly scheduled Board meeting; at least one meeting annually of only independent directors .
- Committee activity levels (for context): Audit (7 meetings), Compensation & Human Capital (5), Risk (4), Strategy/Acquisition/Capital Deployment (5), Corporate Governance/Nominating/Sustainability (3) in 2024 .
Fixed Compensation (Director)
| Component | Amount/Terms | Source |
|---|---|---|
| Cash retainer (non‑employee director) | $100,000 annual retainer; covers up to 20 Board/Committee meetings; $1,500 per meeting above 20 | |
| Chairman of the Board fee | $150,000 additional annual fee for Board Chair | |
| Committee chair fees (context) | Audit $25,000; Compensation & Human Capital $20,000; Governance $15,000; Risk $15,000; Strategy $20,000 | |
| 2024 cash actually received by Graham | $250,000 (reflects $100,000 retainer + $150,000 Chairman fee) | |
| “All Other Compensation” | $5,857 (dividend equivalents credited on stock awards) |
Performance Compensation (Director Equity)
| Item | Detail | Source |
|---|---|---|
| Annual equity grant (2024) | 1,354 RSUs (~$150,000 grant-date value at $110.83) granted in May 2024 to each non-employee director | |
| Vesting | RSUs vest in full on the earlier of first anniversary of grant or next annual meeting; dividend equivalents accrue as RSUs | |
| RSUs held at 12/31/2024 (Graham) | 1,394 RSUs (reflects grant plus dividend equivalents) | |
| DSU election option | Directors may elect DSUs in lieu of cash fees; DSUs credited at 115% of deferred fees; distribution in stock at end of deferral | |
| Performance metrics | None for directors (equity is time-based; no performance-conditioned director awards) |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| 1st Source Corporation | Public | Director | Banking relationship not disclosed; no related-party transaction disclosed involving Mr. Graham |
| University of Notre Dame | Non-profit/Academic | Trustee | External governance role; no LCII transaction disclosed |
- Compensation Committee interlocks: None reported for LCII’s Compensation & Human Capital Committee (members independent; no interlocks under SEC rules) .
Expertise & Qualifications
- Technology and cybersecurity expertise; built and exited multiple tech businesses; private equity investment and M&A experience .
- Governance experience across public company boards and non-profit trusteeship; serves on Audit and Governance committees at LCII .
- Independent Chairman leading executive sessions and board processes (agenda setting, evaluations, succession) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (3/15/2025) | 14,253 shares | Under SEC rules; excludes 1,394 RSUs vesting May 15, 2025 |
| Unvested RSUs | 1,394 | Grant in May 2024 plus dividend equivalents; vests by May 15, 2025 |
| Shares outstanding (record date) | 25,236,482 | As of 3/21/2025 |
| Ownership as % of outstanding | ~0.06% | 14,253 / 25,236,482 ≈ 0.056% |
| Stock ownership guidelines | 5x annual cash retainer (excludes chair fee); all non‑employee directors satisfy or are within five‑year period | |
| Hedging/Pledging | Hedging prohibited for directors and employees; no disclosure of pledged shares |
Related-Party Exposure and Conflicts
- Related-person transactions disclosure lists employment of Lippert family members; no transactions involving Mr. Graham are disclosed for 2024 .
- The Corporate Governance, Nominating, and Sustainability Committee reviews and must approve any related-person transactions; conflicted directors are recused .
Director Compensation Structure — Alignment Signals
- Mix: Cash retainer + additional chair fee + time‑based RSUs (~$150k) align director incentives with long-term stock performance; DSU option enhances alignment and deferral .
- Independent advice: Willis Towers Watson engaged on director compensation mix and levels; simple, transparent structure .
- Ownership alignment: 5x retainer guideline and statement of compliance indicate skin-in-the-game; hedging prohibited .
Say‑on‑Pay & Shareholder Feedback (Context for Governance)
- 2024 say‑on‑pay approval: 83% of votes cast supported NEO compensation; ongoing investor outreach described by company .
Governance Assessment
- Strengths
- Independent Chairman with clear responsibilities; separate Chair/CEO structure enhances oversight .
- Documented independence; active service on Audit and Governance committees; robust executive sessions .
- Strong alignment mechanisms: RSU grants, DSU elections, 5x ownership guideline, hedging prohibition .
- No related‑party transactions disclosed involving Mr. Graham; Section 16 filings compliant in 2024 .
- Watch items
- Dual roles (Board Chair and Audit Committee member) can concentrate influence; offset by majority‑independent board and committee independence requirements .
- External positions (private equity CIO/CEO; bank board) warrant continued monitoring for potential future related‑party interactions, though none are disclosed currently .
Overall, Mr. Graham’s profile reflects board leadership, independence, and relevant technology/governance expertise, with compensation and ownership structures that support alignment with shareholders and no disclosed conflicts in 2024 .