[8-K] LCI INDUSTRIES Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
LCI Industries announced a major leadership transition as longtime President and Chief Executive Officer Jason Lippert retired and stepped down from the Board after 32 years with the business. The Board appointed independent director Johnny (John A.) Sirpilla as interim Chief Executive Officer, while Jason Lippert will serve in an advisory role for one year to support the handover.
Under a separation agreement, Lippert will receive a monthly consulting fee of $100,000 through June 3, 2027, and certain existing restricted and performance stock units remain eligible to vest as of that date, while later PSU awards will not vest. Sirpilla’s offer letter provides a $1.1 million base salary, a target bonus equal to 140% of salary, and a one-time RSU grant valued at $1.8 million that can cliff vest around the first anniversary of his start date, subject to continued service and acceleration on specified events. The Board also named Virginia “Ginnie” Henkels as Chair and reorganized several committee leadership roles as part of its succession planning.
Positive
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Negative
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Insights
Orderly CEO and board transition with interim leadership and clear pay terms.
The company is moving from a long-tenured CEO, Jason Lippert, to interim CEO Johnny Sirpilla while it conducts a search for a permanent leader. The filing stresses that Lippert’s departure is a retirement and not due to any disagreement, which helps frame this as planned succession rather than a sudden disruption.
The separation agreement keeps Lippert engaged via one year of consulting services at $100,000 per month and preserves vesting on certain existing RSUs and 2024 PSUs through June 3, 2027, while PSUs from 2025 and 2026 will not vest. Sirpilla’s compensation—$1.1M base salary, 140% target bonus, and a one-time $1.8M RSU grant—aligns with an elevated, but interim, CEO role, with vesting tied to roughly one year of service and change-in-control protections.
Board leadership is also evolving, with Virginia “Ginnie” Henkels becoming Chair and committee chairs rotating, which concentrates transition risk into a single period but within a described long-term succession plan. Future company filings may clarify how quickly the Board advances the permanent CEO search and whether these governance changes influence strategic priorities.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2026
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 3, 2026, Jason D. Lippert retired as Chief Executive Officer of LCI Industries (the “Company”) and resigned as a member of the Board of Directors of the Company (the “Board”), effective as of June 3, 2026. Mr. Lippert’s resignation as Chief Executive Officer of the Company and as a member of the Board did not result from any disagreement with the Company.
Also on June 3, 2026, Tracy D. Graham, the Chair of the Board, resigned as a member of the Board, including all committees thereof, effectively immediately. Mr. Graham’s resignation from the Board did not result from any disagreement with the Company.
In connection with Mr. Lippert’s resignation as Chief Executive Officer of the Company, the Board appointed John A. Sirpilla to serve as Interim Chief Executive Officer, effective immediately.
Immediately prior to his appointment as Interim Chief Executive Officer, Mr. Sirpilla served as a member of the Board, Chair of the Compensation and Human Capital Committee of the Board, a member of the Risk Committee of the Board, and a member of the Strategy, Acquisition, and Capital Deployment Committee of the Board.
Mr. Sirpilla, 59, has been a member of the LCI Industries Board of Directors since 2019 and has over 35 years of executive and leadership experience in the RV and Outdoor Recreation industries, amongst others, and maintains strong relationships with customers and key stakeholders in the industry. Mr. Sirpilla has served as Chief Executive Officer and the founder of Encourage LLC, a small family office focused on investments in retail, medical development, and health management since 2017, and he also currently serves as Chief Experience Officer of Wellspring Family Office. Mr. Sirpilla began his career as an independent RV dealer before the business was acquired by Camping World, where he joined the Senior Executive Team. He subsequently served as President and Chief Business Development Officer of Camping World and Good Sam after serving in various executive roles in dealership operations, retail store leadership, logistics, M&A and other areas. Mr. Sirpilla is a current Board member of the Pro Football Hall of Fame and Society Brands.
Mr. Sirpilla was not selected as the Company’s Interim Chief Executive Officer pursuant to any arrangement or understanding between him and any other person. Mr. Sirpilla does not have any family relationship with any director or executive officer of the Company, or person nominated or chosen by the Company to become a director or executive officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Sirpilla will remain in his role as a member of the Board, but stepped down from his role as Chair of the Compensation and Human Capital Committee, effective as of June 3, 2026. Mr. Sirpilla will remain a member of the Risk Committee and Strategy, Acquisition, and Capital Deployment Committee of the Board.
In connection with Mr. Lippert’s departure, Lippert Components, Inc. (the “LCI”), a subsidiary of the Company, and Mr. Lippert entered into a separation agreement and general release (the “Separation Agreement”) on June 3, 2026. The Separation Agreement provides that LCI will pay Mr. Lippert a monthly cash payment of $100,000 in connection with Mr. Lippert’s provision of the Consulting Services (as defined below) until June 3, 2027 (the “Transition Period”). In addition, subject to the Board's determination that the conditions of the Separation Agreement have been satisfied as of the end of the Transition Period, Mr. Lippert’s departure shall be an approved retirement. As a result, (i) Mr. Lippert’s currently outstanding and unvested time-based restricted stock units (“RSUs”) shall remain outstanding and eligible to vest on June 3, 2027, consistent with the terms of the outstanding award agreements upon an approved retirement, and (ii) Mr. Lippert’s currently outstanding and unvested performance stock units (“PSUs”) granted to Mr. Lippert in 2024 shall remain outstanding and eligible to vest on June 3, 2027, consistent with the terms of the outstanding award agreements upon an approved retirement. The PSUs granted to Mr. Lippert in 2025 and 2026 will not be eligible to vest. The Separation Agreement contemplates that Mr. Lippert will remain available to provide advisory services to the Company’s then Chief Executive Officer or Interim Chief Executive Officer and the Board through June 3, 2027, including to assist with transition matters (the “Consulting Services”).
The foregoing description of the Separation Agreement is only a summary and is qualified in its entirety by the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
In connection with Mr. Sirpilla’s employment as the Interim Chief Executive Officer of the Company and LCI, LCI entered into an offer letter (the “Offer Letter”) with Mr. Sirpilla, effective as of June 4, 2026 (the “Start Date”). Pursuant to the Offer Letter, Mr. Sirpilla will have an annual base salary of $1,100,000 and an annual target bonus opportunity of 140% of annual base salary. Mr. Sirpilla will be awarded a one-time grant of RSUs, with a grant date value of $1,800,000, which shall cliff vest on the earlier of (i) immediately before the Company’s 2027 annual meeting and (ii) the first anniversary of the Start Date, subject to (x) continued service as Interim Chief Executive Officer or a member of the Board through the one-year anniversary of the Start Date and (y) full acceleration upon (A) a termination of Mr. Sirpilla’s employment due to death or disability or (B) the occurrence of a change in control or similar transaction, as determined by the Board. Mr. Sirpilla will be eligible (I) to receive employee benefits in accordance with the Company’s programs as in effect from time to time; (II) for suitable temporary housing to be made available by the Company while Mr. Sirpilla is at the Company’s headquarters; and (III) for an automobile allowance of $750 per month, less applicable withholdings.
The foregoing description of the Offer Letter is only a summary and is qualified in its entirety by the full text of the Offer Letter, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
As a result of the foregoing, the Board took several other organizational actions. In connection with Mr. Graham’s resignation from the Board, the Board appointed Virginia L. Henkels, a current member of the Board, to serve as Chair of the Board, and the Board appointed Stephanie K. Mains, a current member of the Audit Committee of the Board, to serve as the Chair of the Audit Committee, in each case effective as of June 3, 2026. Ms. Henkels will continue to serve as a member of the Audit Committee.
In addition, in connection with Mr. Sirpilla stepping down from his role on the Compensation and Human Capital Committee of the Board, the Board appointed Brendan J. Deely, a current member of the Board, to be Chair of the Compensation and Human Capital Committee of the Board, and Mr. Deely stepped down from his role as a member of the Risk Committee of the Board, in each case effective June 3, 2026.
Item 7.01 Regulation FD Disclosure.
The information furnished under Item 7.01 of this Current Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On June 4, 2026, the Company issued a press release announcing certain of the organizational changes set forth herein. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Exhibit Description | |||||||
10.1 | Separation Agreement dated June 3, 2026 between Jason D. Lippert and Lippert Components, Inc. | |||||||
10.2 | Offer Letter dated June 4, 2026 between John A. Sirpilla and Lippert Components, Inc. | |||||||
99.1 | Press Release dated June 4, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LCI INDUSTRIES | |||||
(Registrant) | |||||
By: /s/ Lillian D. Etzkorn Lillian D. Etzkorn Chief Financial Officer | |||||
| Dated: | June 5, 2026 | ||||
Exhibit 99.1
FOR IMMEDIATE RELEASE |  | |||||||
Contact: Lillian D. Etzkorn, CFO | ||||||||
Phone: (574) 535-1125 | ||||||||
E Mail: LCII@lci1.com | ||||||||
LCI INDUSTRIES ANNOUNCES LEADERSHIP TRANSITIONS
•Johnny Sirpilla appointed interim Chief Executive Officer, succeeding Jason Lippert, who has announced his retirement and stepped down as President and Chief Executive Officer and as a member of the Board of Directors
•Virginia Henkels appointed Chair of the Board; Tracy Graham has stepped down as Chairman and member of the Board
•Board will commence a comprehensive search for permanent CEO
ELKHART, Ind., June 4, 2026--(Business Wire)--LCI Industries (NYSE: LCII), a leading supplier of engineered components to the recreation and transportation markets, today announced that Jason Lippert has announced his retirement and has stepped down as the Company’s President and Chief Executive Officer and as a member of the Board of Directors after 32 years in the business. The Board of Directors has appointed Independent Director Johnny Sirpilla to serve as interim Chief Executive Officer, effective immediately. Jason Lippert has agreed to serve in an advisory capacity for a period of one year to support the transition. The Board will conduct a search for a permanent CEO and expects to consider both internal and external candidates.
Separately, as part of its long-term succession planning, the Board of Directors has named Virginia “Ginnie” Henkels as Chair of the Board, succeeding Tracy Graham, who stepped down from the Board of Directors after 10 years of service to dedicate his time to his core business.
The Board of Directors issued the following statement: “LCI Industries is a tremendous company with a bright future ahead, and we are committed to identifying a leader with the operational know-how and perspectives who can build on LCI Industries’ strong foundation to drive the Company’s next phase of profitable growth. With the excellent management team we have in place, the Board is confident that LCI Industries is well-positioned to enhance shareholder value while delivering for customers, consumers and team members. While we conduct a comprehensive search, we are pleased that Johnny Sirpilla, who has served on our Board since 2019 and brings over 35 years of executive and leadership experience in the RV and Outdoor Recreation industries, has stepped up to this interim position and will keep a steady hand on the wheel throughout this transition.”
The Board continued, “We want to thank Jason for his leadership and his deep commitment to LCI Industries over many decades. Under his leadership, LCI Industries grew from a company with $125M in annual revenue, to a company with annual revenue in excess of $4B. His contributions have helped shape this great company and will be important drivers of our future growth.”
“On behalf of the entire Board, I want to thank Tracy for his hard work and dedication over the last decade and for everything he has done for LCI Industries during that time,” said Virginia "Ginnie"
Henkels, Chair of the Board. “Over the past several months, Tracy and the Board have been discussing Chairman succession planning, and we mutually agree that this is the appropriate time for this transition. I am honored to take on the Chair role at this important moment for LCI Industries.”
“I am committed to keeping the full focus of this organization on the strong execution of our strategy to serve customers and consumers and deliver compelling shareholder value,” said Johnny Sirpilla, interim Chief Executive Officer. “LCI Industries has a resilient business model, deep customer relationships and a team that has proven it can perform through challenging environments. I look forward to continuing to work with the Board and the leadership team as we move forward.”
“It has been the privilege of my career to lead this company and the extraordinary people who make it what it is," said Jason Lippert. "The Lippert family has been and will continue to be an important part of LCI Industries’ story and a supporter of its continued success. LCI Industries is a stronger business today than when I took the helm, and I am proud of what we have built together. At this important moment in the Company’s journey, this is the right time for this change, and I look forward to working with – and cheering on – our team members and leaders as they take LCI Industries into its next chapter.”
“Ten years ago, I joined this Board committed to helping build something durable, and I believe we have done that,” said Tracy Graham. “In early 2026, I began discussing my succession planning with the Board, and given the announced CEO transition and the commencement of a search for a permanent CEO, I believe now is the right time for this transition. I have the utmost confidence in Ginnie, Johnny, and the team to carry LCI Industries forward and take it to new heights.”
About Johnny Sirpilla
Johnny Sirpilla has been a member of the LCI Industries Board of Directors since 2019 and has over 35 years of executive and leadership experience in the RV and Outdoor Recreation industries, amongst others, and maintains strong relationships with customers and key stakeholders in the industry. Mr. Sirpilla began his career as an independent RV dealer before the business was acquired by Camping World, where he joined the Senior Executive Team. He subsequently served as President and Chief Business Development Officer of Camping World and Good Sam after serving in various executive roles in dealership operations, retail store leadership, logistics, M&A and other areas. Mr. Sirpilla is a current Board member of the Pro Football Hall of Fame and Society Brands.
About Virginia “Ginnie” Henkels
Ginnie Henkels has been a member of the LCI Industries Board of Directors since 2017 and has over 18 years of Board governance experience, and over 30 years of financial and leadership experience across a diverse portfolio of publicly-traded companies. Ms. Henkels previously served as Chief Financial Officer of Swift Transportation Company and held various financial leadership positions at Honeywell Inc. She currently serves on the Boards of Avnet Inc., Pursuit Attractions and Hospitality Inc. and privately-held Isaac Instruments.
About LCI Industries
LCI Industries (NYSE: LCII) is a global leader in supplying engineered components to the outdoor recreation and transportation markets. We believe our innovative culture, advanced manufacturing capabilities and dedication to enhancing the customer experience have established LCI Industries as a reliable partner for both OEM and aftermarket customers. For more information, visit www.lci1.com.
Forward-Looking Statements
This press release contains certain "forward-looking statements". Statements in this press release that are not historical facts are "forward-looking statements" for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, and involve a number of risks and uncertainties.
Forward-looking statements are based on current expectations and assumptions and are subject to a number of factors, many of which are beyond the Company's control, which could cause actual results and events to differ materially from those described in the forward-looking statements. These factors include, in addition to other matters described in this press release, the risks and uncertainties discussed more fully under the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, and in the Company's subsequent filings with the Securities and Exchange Commission. Readers of this press release are cautioned not to place undue reliance on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. The Company disclaims any obligation or undertaking to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made, except as required by law.
Contacts
Lillian D. Etzkorn, CFO
(574) 535-1125
Investors@LCI1.com
Media
FGS Global
Andy Duberstein/Mike DeGraff/Hayley Cook
LCIIndustries@fgsglobal.com