Exhibit 10.1
March 29, 2023
Lillian Etzkorn
VIA email:
Dear Lillian:
We are pleased to extend an offer of employment to you as EVP & Chief Financial Officer of Lippert Components, Inc. (“Company” or “Lippert”). In this role you will be a duly appointed officer of the Company and will report to Jason Lippert, President & CEO, with a start date of April 17, 2023. Below is an outline of the compensation and benefits package the Company is offering for your consideration:
Salary: $525,000 (Five Hundred Twenty-Five Thousand Dollars) less applicable taxes and withholdings. You will be paid on a weekly basis, in accordance with Lippert's payroll practices and procedures for team members. Your pay will be subject to change from time to time based upon your job performance.
Short Term Incentive Compensation: You will be eligible to participate in the Company’s management incentive compensation plans, adopted by the Company from time to time, in the Company’s discretion and in accordance with such plans’ terms and conditions. Your target short-term incentive compensation for fiscal year 2023, payable in fiscal year 2024, is $472,500 (Four Hundred Seventy-Two Thousand Five Hundred Dollars), prorated for the number of months of the calendar year 2023 during which you are employed by the Company. The target(s) necessary to earn such prorated incentive compensation have been established by the Company in its 2023 management incentive compensation plan applicable to its Named Executive Officers and can be provided upon request.
Equity Awards: Equity awards are granted and approved by the Board of Directors of LCI Industries, in its discretion, and subject to the terms and conditions of the LCI Industries 2018 Omnibus Incentive Plan. You will be eligible to receive $472,500 (Four Hundred Seventy-Two Thousand Five Hundred Dollars) in restricted stock unit (“RSU”) value and $600,000 (Six Hundred Thousand Dollars) in performance stock unit (“PSU”) value. For 2023 the RSU and PSU awards will be prorated for the number of months during the calendar year 2023 during which you are employed by the Company. The RSUs and PSUs are governed by those certain award agreements to be entered into between you and the Company upon the grant of such awards. The target(s) necessary to earn such prorated stock-based awards shall be established by the Company in its 2023 management incentive compensation plans.
Auto Allowance: The Company will provide an automobile allowance of $750 per month, less applicable withholdings, in accordance with the Company’s automobile policy, together with reimbursement for gasoline, customary insurance, maintenance and registration fees on presentation of expense vouchers, to be used in connection with the business of the Company.
Team Member Benefits: As a full-time team member, you will be eligible to participate in company-sponsored team member benefit programs that include, but are not limited to, LCI's group medical, dental, vision, short-term and long-term disability and life insurance plans. Details of the benefit programs are contained in plan documents and summary plan descriptions that will be provided to you once you begin employment with the Company. Eligibility begins on the first of the month following your first sixty (60) days with the Company.
Long Term Disability: To supplement standard long-term disability coverage, the Company shall maintain, to the extent such coverage is available on commercially reasonable terms (as determined by the Company in its discretion), at no cost to you, disability insurance (subject to the terms and conditions of the underlying policy) providing for weekly payments in the event you are disabled, in the amount of not less than $120,000 per year. Such payments shall continue for the maximum available term after the commencement of disability.
401(k) Retirement Savings Plan (the “Plan”): The Company will make matching contributions of 100% on the first 3% of compensation you contribute to the Plan plus 50% on the next 2% of compensation you contribute to the Plan. Annual contribution limits are as defined by the IRS. You are eligible to participate after sixty (60) days of employment with the Company. Eligibility begins on the first of the month following your first sixty (60) days with the Company.
Deferred Compensation Program: You will be eligible to participate in the Executive Deferred Compensation Program adopted by the Company for the benefit of its executives.
Employment Agreement: Once approved by the Board of Directors of the Company, you will be provided an employment agreement with an initial term through 2025, with auto renew for 12 month terms thereafter, unless earlier terminated.
Relocation Expenses: The Company will reimburse your reasonable and customary moving expenses and related costs. In all cases receipts may be required prior to reimbursement.
Pre-employment Screening: This employment offer is contingent upon successful completion of our new orientation process, a background investigation and substance abuse screening.
Lillian, we are very excited to offer you this employment opportunity and believe you will make significant contributions toward our future success. Please indicate your acceptance by signing in the space provided below and return via email to me at epruitt@lci1.com.
We look forward to having you on the LCI Team! Sincerely,
/s/ Eileen Pruitt
Eileen Pruitt
EVP, CHRO & Sr. Legal Counsel
Phone: 574.304.9633
By signing below, I agree to accept employment with Lippert under the terms outlined herein.
/s/ Lillian Etzkorn 3/30/2023
Lillian Etzkorn Date
Exhibit 99.1 | | | | | | | | |
FOR IMMEDIATE RELEASE | | |
Contact: Brian M. Hall, CFO |
Phone: (574) 535-1125 |
E Mail: LCII@lci1.com |
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LCI INDUSTRIES ANNOUNCES THE APPOINTMENT OF LILLIAN D. ETZKORN AS EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
Elkhart, Indiana - April 5, 2023 - LCI Industries (NYSE: LCII), which, through its wholly-owned subsidiary, Lippert Components, Inc. ("Lippert"), supplies a broad array of highly engineered components for the leading original equipment manufacturers ("OEMs") in the recreation and transportation product markets, and the related aftermarkets of those industries, today announced the appointment of Lillian D. Etzkorn as Executive Vice President and Chief Financial Officer effective April 17, 2023. As previously announced, Brian Hall, LCI Industries’ current Executive Vice President and Chief Financial Officer, will retire to pursue philanthropic ventures and opportunities as well as spend more time with his family. Mr. Hall will stay on in an advisory role to ensure a smooth transition.
“Lillian has had an esteemed career, solidifying her financial acumen and industrial and manufacturing expertise. In her past roles, she has demonstrated her ability to create positive change and produce results, efficiently aligning internal teams to enhance profitability and cash generation. Lillian’s numerous accomplishments give us great confidence in her ability to extend our financial and operational leadership,” commented Tracy D. Graham, Chairman of Lippert’s Board of Directors. “Throughout our extensive search for Brian’s successor, Lillian time and again exhibited the qualities we believe are critical to delivering on the Company’s next chapter of growth.”
Prior to joining Lippert, Ms. Etzkorn was the Chief Financial Officer at Covia. While at Covia, she implemented best practices while advancing its financial organization. Prior to that, she had served in multiple financial leadership roles, including Chief Financial Officer of Shiloh Industries and CPI CARD GROUP. In addition, she has held various senior positions at publicly traded automotive companies such as Dana Holding Corporation and Ford Motor Company. Ms. Etzkorn began her career in finance at Ford and holds a Bachelor of Arts degree from Eastern Michigan University and a Master of Business Administration degree from the University of Michigan.
“As an accomplished business leader, I want to welcome Lillian to the Lippert family. I have no doubt she will play an important role in extending our leadership position in the industry, executing our long-term strategic plan and further elevating our finance organization at the Company,” said Jason Lippert, LCI Industries’ President and Chief Executive Officer. “I want to once again thank Brian for his tireless efforts to support Lippert over the last 10 years. He has been integral in building a strong foundation for the Company, which will support long-term growth for Lippert.”
About LCI Industries
LCI Industries, through its wholly-owned subsidiary, Lippert, supplies, domestically and internationally, a broad array of highly engineered components for the leading OEMs in the recreation and transportation product markets, consisting primarily of recreational vehicles and adjacent industries, including buses; trailers used to haul boats, livestock, equipment, and other cargo; trucks; boats; trains; manufactured homes; and modular housing. The Company also supplies engineered components to the related aftermarkets of these industries, primarily by selling to retail dealers, wholesale distributors, and service centers, as well as direct to retail customers via the Internet.
Lippert's products include steel chassis and related components; axles and suspension solutions; slide-out mechanisms and solutions; thermoformed bath, kitchen, and other products; vinyl, aluminum, and frameless windows; manual, electric, and hydraulic stabilizer and leveling systems; entry, luggage, patio, and ramp doors; furniture and mattresses; electric and manual entry steps; awnings and awning accessories; towing products; truck accessories; electronic components; appliances; air conditioners; televisions and sound systems; tankless water heaters; and other accessories. Additional information about Lippert and its products can be found at www.lippert.com.
Forward-Looking Statements
This press release contains certain "forward-looking statements" with respect to our financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive position, growth opportunities, acquisitions, plans and objectives of management, markets for the Company's common stock, the impact of legal proceedings, and other matters. 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, including, without limitation, those relating to our future business prospects, net sales, expenses and income (loss), capital expenditures, tax rate, cash flow, financial condition, liquidity, covenant compliance, retail and wholesale demand, integration of acquisitions, R&D investments, and industry trends, whenever they occur in this press release are necessarily estimates reflecting the best judgment of the Company's senior management at the time such statements were made. There are 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 impacts of COVID-19, or other future pandemics, the Russia-Ukraine war, and heightened tensions between China and Taiwan on the global economy and on the Company's customers, suppliers, employees, business and cash flows, pricing pressures due to domestic and foreign competition, costs and availability of, and tariffs on, raw materials (particularly steel and aluminum) and other components, seasonality and cyclicality in the industries to which we sell our products, availability of credit for financing the retail and wholesale purchase of products for which we sell our components, inventory levels of retail dealers and manufacturers, availability of transportation for products for which we sell our components, the financial condition of our customers, the financial condition of retail dealers of products for which we sell our components, retention and concentration of significant customers, the costs, pace of and successful integration of acquisitions and other growth initiatives, availability and costs of production facilities and labor, team member benefits, team member retention, realization and impact of expansion plans, efficiency improvements and cost reductions, the disruption of business resulting from natural disasters or other unforeseen events, the successful entry into new markets, the costs of compliance with environmental laws, laws of foreign jurisdictions in which we operate, other operational and financial risks related to conducting business internationally, and increased governmental regulation and oversight, information technology performance and security, the ability to protect intellectual property, warranty and product liability claims or product recalls, interest rates, oil and gasoline prices, and availability, the impact of international, national and regional economic conditions and consumer confidence on the retail sale of products for which we sell our components, and other 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, 2022, 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.
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