Virginia Henkels
LCI INDUSTRIESAbout Virginia L. Henkels
Independent director at LCI Industries since 2017; age 56. She is Chair of the Audit Committee and a member of the Compensation and Human Capital Committee and the Risk Committee. Former CFO roles at Empowerment & Inclusion Capital I Corp. (SPAC) and Swift Transportation; formerly a CPA. The Board determined she is independent under NYSE standards and she qualifies as an “audit committee financial expert.” All directors met at least 75% attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Empowerment & Inclusion Capital I Corp. (SPAC) | Chief Financial Officer & Secretary | Through Feb 2023 | Capital markets, SPAC governance, equity & inclusion mandate |
| Swift Transportation Company | EVP, CFO & Treasurer | 2008–2017 | Led 2010 IPO and 2017 merger with Knight Transportation; extensive capital markets leadership |
| Swift Transportation (prior roles) | Finance & accounting leadership | 2004–2008 | Increasing responsibilities prior to CFO |
| Honeywell International | Finance & accounting roles | 1990–2002 | Global diversified industrial finance experience |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Avnet, Inc. | Director | Current | Global technology distributor |
| Pursuit Attractions and Hospitality, Inc. (formerly Viad Corp.) | Director | Current | Travel experiences company |
| Isaac Instruments (private) | Director | Current | Transportation technology provider |
| Echo Global Logistics, Inc. | Director | Prior | Served 2018–Nov 2021 (acquired by The Jordan Companies) |
Board Governance
- Committee assignments: Audit (Chair); Compensation and Human Capital (Member); Risk (Member). All Audit Committee members, including Ms. Henkels, are deemed “audit committee financial experts.” The Audit Committee met 7 times in 2024; Compensation & Human Capital met 5; Risk met 4; Governance met 3; full Board met 7 times.
- Independence and structure: Board determined in March 2025 that Ms. Henkels (and 8 of 9 nominees) are independent; LCII maintains an independent Chair separate from the CEO.
- Attendance/engagement: All directors attended at least 75% of Board/committee meetings in 2024 and directors standing for election attended the 2024 annual meeting. Non-employee directors hold executive sessions with each regular Board meeting.
- Policies: Prohibition on hedging by directors; Guidelines for Business Conduct; director stock ownership requirement equal to 5x annual cash retainer; all non-employee directors comply or are within the 5-year ramp.
Fixed Compensation (Director)
| Component | Amount/Detail | 2024 Figure |
|---|---|---|
| Fees Earned or Paid in Cash | Director retainer + chair/meeting fees | $128,000 (Henkels) |
| Director fee design (2024) | Annual cash retainer; chair fees; incremental meeting fees >20 | $100,000 cash retainer; Audit Chair $25,000; $1,500 per meeting above 20 |
Other compensation: $43,582 (includes $14,124 value of a service recognition watch).
Performance Compensation (Director Equity)
| Grant | RSUs Granted (#) | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|
| Annual director grant (May 2024) | 1,354 | $150,064 | Vests in full on earlier of 1-year anniversary or next annual meeting | Grant-date price $110.83; dividend equivalents accrue; no options granted to directors in 2024 |
As of 12/31/2024, RSUs held: 1,394 (reflects dividend equivalents). No stock options outstanding for non-employee directors.
Other Directorships & Interlocks
- Current public boards: Avnet; Pursuit Attractions and Hospitality, Inc. (formerly Viad). Private board: Isaac Instruments. Prior public board: Echo Global Logistics (until Nov 2021).
- Compensation Committee interlocks: None; committee composed of independent directors (including Ms. Henkels) and no cross-board interlocks requiring disclosure.
Expertise & Qualifications
- Financial leadership: Former public company CFO; led IPO and major merger; extensive capital markets and investor relations experience; formerly a CPA.
- Audit/risk expertise: Audit Committee Chair; designated financial expert; experience across audit, risk management, M&A, strategy, and governance.
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (shares) | 12,912 (excludes items below) |
| RSUs (unvested, not issued within 60 days) | 1,394 (vests May 15, 2025) |
| DSUs (not issuable within 60 days) | 5,620 (plus dividend equivalents) |
| Approximate % of class | <1% (denoted as “*” in table) |
| Director ownership guideline | 5x annual cash retainer; all non-employee directors comply or are within the 5-year period |
| Hedging/Pledging | Hedging prohibited by policy; no pledging disclosures noted for directors |
Governance Assessment
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Strengths enhancing investor confidence
- Independence, deep finance background, and Audit Chair role with “financial expert” designation support robust oversight of reporting, controls, and cybersecurity in coordination with Risk Committee.
- Strong engagement: multiple committee responsibilities; Board and committees met regularly; all directors ≥75% attendance.
- Alignment mechanisms: mandatory director stock ownership (5x retainer), ability to take DSUs in lieu of cash, and prohibition on hedging.
- Shareholder responsiveness: say-on-pay received 83% support in 2024; Board/Comp Committee emphasize pay-for-performance and investor outreach.
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Potential conflicts and related-party exposure
- Company discloses related-person employment involving the CEO’s family members (not involving Ms. Henkels); governance committee reviews related-person transactions case-by-case. No related-party transactions involving Ms. Henkels disclosed.
- Compensation Committee interlocks: none.
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Overall view
- Ms. Henkels brings materially relevant CFO-level expertise and capital markets experience to LCII’s board, with independent status and leadership of the Audit Committee. Compensation, ownership, and trading policies support alignment, and no red flags specific to Ms. Henkels are disclosed.