LCI INDUSTRIES (NYSE:LCII) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
|
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
2017 Annual Management Incentive Program
On March 15, 2017, the Compensation Committee (the Committee) of
the Board of Directors of LCI Industries (LCII or the Company)
approved the 2017 Annual Incentive Program for the Companys senior
officers (the 2017 Program), to the LCI Industries Equity Award
Incentive Plan, as amended and restated. Under the 2017 Program,
participants earn incentive compensation based on the results of
Company financial performance measurements for the program year,
which for 2017 may be based on goals for Return on Invested Capital
(ROIC), employee attrition reduction, or a combination thereof.
Reduction of employee attrition is one of the Companys strategic
business goals for 2017. With respect to the Companys named
executive officers, 10% of the incentive award that is calculated
based on a formula related to ROIC is also subject to achievement
of attrition reduction targets.
the Board of Directors of LCI Industries (LCII or the Company)
approved the 2017 Annual Incentive Program for the Companys senior
officers (the 2017 Program), to the LCI Industries Equity Award
Incentive Plan, as amended and restated. Under the 2017 Program,
participants earn incentive compensation based on the results of
Company financial performance measurements for the program year,
which for 2017 may be based on goals for Return on Invested Capital
(ROIC), employee attrition reduction, or a combination thereof.
Reduction of employee attrition is one of the Companys strategic
business goals for 2017. With respect to the Companys named
executive officers, 10% of the incentive award that is calculated
based on a formula related to ROIC is also subject to achievement
of attrition reduction targets.
With respect to the Companys Chief Executive Officer (CEO) and
President, the 2017 Program provides the potential for cash bonus
payments for 2017 ROIC performance per the schedule below. When
ROIC performance is between inflection points, linear interpolation
will be used to determine cash bonus payouts.
President, the 2017 Program provides the potential for cash bonus
payments for 2017 ROIC performance per the schedule below. When
ROIC performance is between inflection points, linear interpolation
will be used to determine cash bonus payouts.
|
ROIC Performance
|
Multiple of Base Salary
|
|
|
|
20% (Threshold)
|
0.25x
|
|
|
|
25%
|
0.50x
|
|
|
|
30%
|
1.0x
|
|
|
|
35%
|
2.0x
|
|
|
|
40% (Maximum)
|
3.0x
|
|
|
With respect to the Companys other senior officers participating in
the 2017 Program, if 2017 ROIC is greater than 15% and less than
18% (Tier 1), incentive compensation payable to participants of the
2017 Program would equal a sharing percentage of consolidated
operating profit within the tier established by the Committee for
each participant and ranging from 0.10% to 1.00%. If 2017 ROIC is
greater than 18% and less than 21% (Tier 2), incentive compensation
payable to participants of the 2017 Program would equal a sharing
percentage of consolidated operating profit within the tier
established by the Committee for each participant and ranging from
0.20% to 1.25%, plus the amount calculated for the Tier 1 bonus. If
2017 ROIC is greater than 21% (Tier 3), incentive compensation
payable to participants of the 2017 Program would equal a sharing
percentage of consolidated operating profit within the tier
established by the Committee for each participant and ranging from
0.30% to 1.50%, plus the amount calculated for the Tier 1 and Tier
2 bonus. The 2017 Program includes, among other provisions,
termination and clawback provisions.
the 2017 Program, if 2017 ROIC is greater than 15% and less than
18% (Tier 1), incentive compensation payable to participants of the
2017 Program would equal a sharing percentage of consolidated
operating profit within the tier established by the Committee for
each participant and ranging from 0.10% to 1.00%. If 2017 ROIC is
greater than 18% and less than 21% (Tier 2), incentive compensation
payable to participants of the 2017 Program would equal a sharing
percentage of consolidated operating profit within the tier
established by the Committee for each participant and ranging from
0.20% to 1.25%, plus the amount calculated for the Tier 1 bonus. If
2017 ROIC is greater than 21% (Tier 3), incentive compensation
payable to participants of the 2017 Program would equal a sharing
percentage of consolidated operating profit within the tier
established by the Committee for each participant and ranging from
0.30% to 1.50%, plus the amount calculated for the Tier 1 and Tier
2 bonus. The 2017 Program includes, among other provisions,
termination and clawback provisions.
The description of the 2017 Program contained herein is a summary
of the material terms of the 2017 Program, does not purport to be
complete, and is qualified in its entirety by reference
of the material terms of the 2017 Program, does not purport to be
complete, and is qualified in its entirety by reference
/div>
to the 2017 Program, which is attached to this Current Report on
Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Performance Stock Awards
Also on March 15, 2017, the Committee approved terms and
conditions for additional incentive grants of performance shares
for the Companys CEO and President to the LCI Industries Equity
Award Incentive Plan, as amended and restated. These 2017
performance shares provide for full vesting of the awards after
one year (subject to an additional 1-year holding requirement),
subject to 2017 ROIC performance. The performance shares will
require the Company to achieve 30% ROIC for fiscal 2017 to earn
the target number of shares, and 45% ROIC for fiscal 2017 to
achieve the maximum opportunity of an additional 300% of the
target shares.
conditions for additional incentive grants of performance shares
for the Companys CEO and President to the LCI Industries Equity
Award Incentive Plan, as amended and restated. These 2017
performance shares provide for full vesting of the awards after
one year (subject to an additional 1-year holding requirement),
subject to 2017 ROIC performance. The performance shares will
require the Company to achieve 30% ROIC for fiscal 2017 to earn
the target number of shares, and 45% ROIC for fiscal 2017 to
achieve the maximum opportunity of an additional 300% of the
target shares.
Chief Financial Officer – Executive Employment Agreement
On March 15, 2017, the Committee approved the execution of an
Executive Employment Agreement for Brian M. Hall, the Companys
Chief Financial Officer, that has an initial three year term with
automatic one-year renewals, and that provide severance payments
or other benefits under certain circumstances following
termination. In the event of a termination by the Company without
cause (as defined in the agreement) or by the executive for good
reason (as defined in the agreement), Mr. Hall would be entitled
to severance compensation consisting of two years base salary, an
amount equivalent to two times his average bonus of the prior
three years (with the average capped at current base salary), as
well as a proportionate amount of any payment due under the
then-current management incentive plan and accelerated vesting of
time-based equity awards. In the event of termination on account
of disability or death, Mr. Hall would be entitled to
compensation consisting of one year base salary, as well as a
proportionate amount of any payment due under the then-current
management incentive plan, accelerated vesting of time-based
equity awards, and a proportionate amount of shares earned to
performance-based equity awards. The agreement also includes
restrictive covenants with respect to non-competition,
non-solicitation and confidentiality.
Executive Employment Agreement for Brian M. Hall, the Companys
Chief Financial Officer, that has an initial three year term with
automatic one-year renewals, and that provide severance payments
or other benefits under certain circumstances following
termination. In the event of a termination by the Company without
cause (as defined in the agreement) or by the executive for good
reason (as defined in the agreement), Mr. Hall would be entitled
to severance compensation consisting of two years base salary, an
amount equivalent to two times his average bonus of the prior
three years (with the average capped at current base salary), as
well as a proportionate amount of any payment due under the
then-current management incentive plan and accelerated vesting of
time-based equity awards. In the event of termination on account
of disability or death, Mr. Hall would be entitled to
compensation consisting of one year base salary, as well as a
proportionate amount of any payment due under the then-current
management incentive plan, accelerated vesting of time-based
equity awards, and a proportionate amount of shares earned to
performance-based equity awards. The agreement also includes
restrictive covenants with respect to non-competition,
non-solicitation and confidentiality.
The description of the form of Executive Employment Agreement
contained herein is a summary of the material terms of the
agreement, does not purport to be complete, and is qualified in
its entirety by reference to the form of agreement, which is
attached as Exhibit 10.1 to the Companys Current Report on Form
8-K filed on March 4, 2015 and incorporated herein by reference.
contained herein is a summary of the material terms of the
agreement, does not purport to be complete, and is qualified in
its entirety by reference to the form of agreement, which is
attached as Exhibit 10.1 to the Companys Current Report on Form
8-K filed on March 4, 2015 and incorporated herein by reference.
Executive NonQualified Deferred Compensation Plan
On March 15, 2017, the Committee approved an amendment to the
Company’s Executive Nonqualified Deferred Compensation Plan to
allow participants to elect the form of payment for the
applicable plan year Separation of Service Account in either a
lump sum, three, five or ten years after separation.
Company’s Executive Nonqualified Deferred Compensation Plan to
allow participants to elect the form of payment for the
applicable plan year Separation of Service Account in either a
lump sum, three, five or ten years after separation.
The description of the Second Amended and Restated Executive
Nonqualified Deferred Compensation Plan contained herein is a
summary of the amendment of the Plan, does not purport to be
Nonqualified Deferred Compensation Plan contained herein is a
summary of the amendment of the Plan, does not purport to be
/div>
complete, and is qualified in its entirety by reference to the
Plan, which is attached to this Current Report on Form 8-K as
Exhibit 10.2 and incorporated herein by reference.
Plan, which is attached to this Current Report on Form 8-K as
Exhibit 10.2 and incorporated herein by reference.
|
Item 9.01
|
Financial Statements and Exhibits
|
Exhibits
|
10.1
|
2017 Management Incentive Plan
|
|
10.2
|
Second Amended and Restated Executive Non-Qualified
Deferred Compensation Plan |
About LCI INDUSTRIES (NYSE:LCII)
LCI Industries, formerly Drew Industries Incorporated, through its subsidiary, Lippert Components, Inc. and its subsidiaries (LCI), supplies an array of components for the original equipment manufacturers (OEMs) of recreational vehicles (RVs) and adjacent industries. The Company’s segments include OEM Segment and Aftermarket Segment. The OEM Segment manufactures or distributes an array of components for the OEMs of RVs and adjacent industries, including buses; trailers used to haul boats, livestock, equipment and other cargo; pontoon boats; manufactured homes; modular housing, and mobile office units. The Aftermarket Segment supplies components to the related aftermarket channels of the RV and adjacent industries, primarily to retail dealers, wholesale distributors and service centers. Its products include steel chassis and related components; thermoformed bath, kitchen and other products; vinyl, aluminum and frameless windows; awnings and awning accessories, and other accessories. LCI INDUSTRIES (NYSE:LCII) Recent Trading Information
LCI INDUSTRIES (NYSE:LCII) closed its last trading session down -3.35 at 98.50 with 160,286 shares trading hands.