LCI Industries updates key executive contracts

LCI Industries updated executive employment agreements for Ryan R. Smith, Group President North America, and Jamie M. Schnur, President of Aftermarket & Technology Groups, effective June 19, 2026.

Rhea-AI Filing Summary

LCI Industries updated executive employment agreements for Ryan R. Smith, Group President North America, and Jamie M. Schnur, President of Aftermarket & Technology Groups, effective June 19, 2026. The amended and restated agreements keep employment in place until ended under their terms.

The executives will now receive the same severance compensation and benefits on an “Approved Retirement” or death during employment as they would on a termination by Lippert Components, Inc. without cause or a resignation for Good Reason. Approved Retirement can occur after the first anniversary of the effective date, with a possible extension up to eighteen months in certain corporate transaction scenarios initiated by the company.

The agreements also apply the updated Good Reason definition to stock-based incentive awards. For Mr. Smith, the cash severance multiple is reduced from three times to two times base salary and average bonus, and the severance payout and post-employment restrictive covenant periods are shortened from 36 months to 24 months.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

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.

Key Figures

Severance multiple change: 3x to 2x base salary and average bonus Severance and covenant period change: 36 months to 24 months Approved Retirement eligibility start: First anniversary of effective date +1 more

4 metrics

Severance multiple change 3x to 2x base salary and average bonus Ryan R. Smith cash severance under amended agreement

Severance and covenant period change 36 months to 24 months Smith’s severance payment and post-employment restrictive covenant

Approved Retirement eligibility start First anniversary of effective date Earliest date for Approved Retirement to qualify for severance

Approved Retirement extension window Up to eighteen months Possible extension following specified corporate transactions

Key Terms

Approved Retirement, Good Reason, stock-based incentive awards, post-employment restrictive covenant period

4 terms

Approved Retirement financial

"An “Approved Retirement” will occur if the executive’s employment is terminated for any reason, other than under circumstances constituting cause, on or following the first anniversary of the effective date..."

Good Reason financial

"The A&R Employment Agreements apply the definition of Good Reason set forth in the A&R Employment Agreements to stock-based incentive awards held by the executives."

stock-based incentive awards financial

"The A&R Employment Agreements apply the definition of Good Reason set forth in the A&R Employment Agreements to stock-based incentive awards held by the executives."

post-employment restrictive covenant period financial

"reduces the related severance payment period and post-employment restrictive covenant period from 36 months to 24 months."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive agreements did LCI Industries (LCII) change in this 8-K?

LCI Industries amended and restated employment agreements for Ryan R. Smith and Jamie M. Schnur. The updates cover severance eligibility, Approved Retirement, Good Reason definitions, and related treatment of stock-based incentive awards and post-employment restrictive covenants.

How does LCI Industries now treat Approved Retirement for LCII executives?

Approved Retirement allows an executive’s departure, other than for cause, to qualify for severance after the first anniversary of the effective date. In certain company-initiated corporate transactions, this window can extend up to eighteen months, aligning retirement treatment with other qualifying terminations.

What changed in Ryan R. Smith’s severance terms at LCI Industries (LCII)?

Ryan R. Smith’s cash severance multiple decreased from three times to two times base salary and average bonus. His related severance payment period and post-employment restrictive covenant period were also reduced from 36 months to 24 months under the amended agreement.

How are stock-based incentive awards affected for LCII executives?

The amended agreements apply the updated Good Reason definition directly to stock-based incentive awards held by the executives. This links potential vesting or treatment of equity awards to the same Good Reason framework governing their broader severance rights.

Do LCI Industries (LCII) executives receive severance on death during employment?

Yes. If Ryan R. Smith or Jamie M. Schnur dies during employment, they are eligible for the same severance compensation and benefits as if terminated without cause or resigned for Good Reason, according to their amended and restated employment agreements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/23/2026 - 09:25 AM EDT Learn about SEC filing dates

0000763744FALSE00007637442026-06-192026-06-19

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 19, 2026

LCI INDUSTRIES

(Exact name of registrant as specified in its charter)

Delaware

001-13646

13-3250533

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

3501 County Road 6 East,

Elkhart,

Indiana

46514

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:

(574)

535-1125

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $.01 par value			LCII			New York Stock Exchange

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).

Emerging growth company ☐

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.

Amended and Restated Employment Agreements

On June 19, 2026, Lippert Components, Inc. (“LCI”), a subsidiary of LCI Industries (the “Company”), entered into amended and restated executive employment agreements with each of Ryan R. Smith (Group President, North America) and Jamie M. Schnur (President, Aftermarket & Technology Groups) (each, an “A&R Employment Agreement”) effective as of June 19, 2026 (the “effective date”). The A&R Employment Agreements amend and restate the existing employment agreements with Mr. Smith and Mr. Schnur (each, an “executive”) and provide that the employment period under each agreement will continue until terminated in accordance with its terms upon a termination of employment.

The A&R Employment Agreements provide that upon Mr. Smith’s or Mr. Schnur’s “Approved Retirement” or death during employment, each executive will be eligible to receive the same severance compensation and benefits such executive is eligible to receive upon a termination by LCI for a reason other than “cause” or upon a resignation for “good reason” under the applicable A&R Employment Agreement. An “Approved Retirement” will occur if the executive’s employment is terminated for any reason, other than under circumstances constituting cause, on or following the first anniversary of the effective date, subject to extension to up to eighteen months following the effective date in certain circumstances involving specified corporate transactions initiated by the Company. The A&R Employment Agreements apply the definition of Good Reason set forth in the A&R Employment Agreements to stock-based incentive awards held by the executives.

Mr. Smith’s A&R Employment Agreement reduces the severance multiple applicable to his cash severance from three times to two times base salary and average bonus and reduces the related severance payment period and post-employment restrictive covenant period from 36 months to 24 months.

The foregoing descriptions of the A&R Employment Agreements are summaries of the material terms of the amendments to the existing employment agreements and are qualified in their entirety by the full text of the A&R Employment Agreements. Copies of the A&R Employment Agreements are expected to be filed as exhibits to the Company’s next Quarterly Report on Form 10-Q.

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 23, 2026

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