Proxy Statement (Form DEF 14A)

People are our priority, and community is our core. We strive to make lives better through meaningful relationships with our co-workers, our customers, and our communities. The Company's team members feel a deeper sense of purpose at work, and we continue to build a better work environment by aligning our cultural and business strategies with the needs of our many team members. One way we measure success is by how we touch the lives of people inside and outside of our walls. Our team members drive our social impact philosophy with their

passionate hearts and minds. Since 2017, our team members have collectively spent more than 1,000,000 hours volunteering at over 2,000 non-profit organizations, supporting charitable fundraising events, and caring for our fellow team members in need. Through monetary donations, product donations, and company-wide fundraising events, the Company gave back over $1,245,000 in 2024 to support the needs of our communities.

The business and affairs of the Company are managed under the direction of our Board of Directors. The Company's Certificate of Incorporation currently provides that the number of directors shall consist of not less than three nor more than twelve persons. Our bylaws provide that the number of directors, not less than three nor more than twelve persons, shall be determined from time to time by resolution of the Board. The Board of Directors currently consists of ten Directors. As discussed further below, it is proposed that, at the 2025 Annual Meeting, the stockholders elect a Board of nine Directors to serve for a term of one year or until their successors are elected and qualify. Following discussions with the tenth director, David A. Reed, the Board of Directors did not nominate Mr. Reed to stand for re-election at the 2025 Annual Meeting. The Board of Directors thanks Mr. Reed for his years of service and dedication to the Board and his many contributions to the Company. The Board has resolved that, effective at the 2025 Annual Meeting, the number of directors of the Company will be reduced to nine. Proxies cannot be voted for a greater number of persons than nine, which is the number of nominees named in this Proxy Statement.

The Company's bylaws require directors to be elected under a majority voting standard in uncontested elections. In any contested election, directors will be elected by a plurality vote. In an uncontested election, which the election of Directors at the 2025 Annual Meeting will be, each of the nominees, as an incumbent Director, was required to submit an irrevocable resignation, contingent on (i) that person not receiving a majority of the votes cast in his or her election, and (ii) acceptance of that resignation by the Board of Directors in accordance with the policies and procedures adopted by the Board of Directors for such purpose. In the event a nominee in an uncontested election fails to receive a majority of the votes cast, the Corporate Governance, Nominating, and Sustainability Committee will make a recommendation to the Board of Directors as to whether to accept or reject the resignation of such incumbent Director, or whether other action should be taken. The Board of Directors will act on the resignation, taking into account the Committee's recommendation, and publicly disclose (by a press release and filing an appropriate disclosure with the SEC) its decision regarding the resignation

and, if such resignation is rejected, the rationale behind the decision, within 90 days following certification of the election results. The Corporate Governance, Nominating, and Sustainability Committee, in making its recommendation, and the Board of Directors, in making its decision, each may consider any factors and other information that they consider appropriate and relevant. If the Board of Directors accepts a Director's resignation pursuant to this process, the Board of Directors may fill the resulting vacancy.

DIRECTOR QUALIFICATIONS AND SELECTION PROCESS

The Corporate Governance, Nominating, and Sustainability Committee of the Board leads the search for individuals qualified to become Directors and selects nominees to be presented for stockholder approval at each Annual Meeting. The Committee considers candidates for Board membership suggested by members of the Committee and Directors, as well as by Management and stockholders. In this regard, the Corporate Governance, Nominating, and Sustainability Committee considers the composition of the Board with respect to experience, balance of professional interests, required expertise, and other factors. In addition, the Committee will endeavor to include candidates who reflect diverse backgrounds when assembling an initial pool of qualified candidates from which to fill Board vacancies. The objective of the Committee will be to identify and recommend the most capable candidates who have experience in the areas of expertise needed at that time and meet the criteria for nomination.

The Corporate Governance, Nominating, and Sustainability Committee uses the same criteria for evaluating candidates suggested by stockholders as it does for those proposed by Directors or Management. To be considered for membership on the Board, a candidate must meet the following criteria, which are also set forth in the Company's Governance Principles: (a) should possess the highest personal and professional ethics, integrity, and values, and be committed to representing the long-term interests of the stockholders; (b) should have an inquisitive and objective perspective, practical wisdom, and mature judgment; (c) must be willing to devote sufficient time to carry out his or her duties and

responsibilities effectively; (d) should be committed to serving on the Board for an extended period of time; (e) should be prepared to resign in the event of any significant change in his or her personal circumstances which may impair his or her ability to effectively serve on the Board; (f) Directors who also serve as CEOs or in equivalent positions should not serve on more than two boards of public companies in addition to the Company's Board; and (g) Directors who are not CEOs or equivalent should not serve on more than four boards of public companies in addition to the Company's Board.

The Corporate Governance, Nominating, and Sustainability Committee seeks candidates who have demonstrated exceptional ability and judgment and who can, in conjunction with other Directors, most effectively serve the long-term interests of our stockholders. The particular experience, qualifications, and skills of each nominee described on pages 19 through 23 of this Proxy Statement reflect that our Board, taken as a whole, provides a broad diversity of knowledge of our Company and industry, expertise in finance and investment, experience with technology-based and growth-oriented companies and global markets, competence in accounting and financial reporting, and leadership in business and with socially responsible organizations.

The Corporate Governance, Nominating, and Sustainability Committee recommended to the Board each of the nominees for election as Directors as set forth herein. No candidates for Director nominees were submitted to the Committee by any stockholder in connection with the 2025 Annual Meeting.

Stockholders may propose candidates for director for consideration by the Corporate Governance, Nominating, and Sustainability Committee by submitting the names of such candidates and supporting information to:

Corporate Secretary

LCI Industries

52567 Independence Ct.

Elkhart, Indiana 46514

The candidate must meet the qualifications for Directors described above and in the Company's Governance Principles.

In addition, any stockholder who wishes to nominate a director candidate at an annual meeting may do so by following the procedures and providing the information set forth under "Stockholder Proposals for the 2026 Annual Meeting" and in Section 1.13 of the Company's bylaws.

STATEMENT REGARDING CORPORATE GOVERNANCE

The Company regularly monitors developments in the area of corporate governance, including rules promulgated by the SEC and the NYSE. The Company's corporate governance policies and procedures are designed to comply with all laws and rules applicable to corporate governance, and the Company has continually implemented "best practices" as it deems appropriate to protect and enhance stockholders' interests.

The Company's Governance Principles, as well as the Charters of the Audit Committee, the Compensation and Human Capital Committee, the Corporate Governance, Nominating, and Sustainability Committee, the Risk Committee, and the Strategy, Acquisition, and Capital Deployment Committee, and the Key Practices of the Audit Committee, the Compensation and Human Capital Committee, and the Corporate Governance, Nominating, and Sustainability Committee, in addition to the Company's Guidelines for Business Conduct, Code of Ethics for Senior Financial Officers, and Whistleblower Policy, can be accessed on the Company's Investor Relations website at http://investors.lci1.com under "Governance - Governance Documents." A copy of any corporate governance document will be furnished, without charge, upon written request to Corporate Secretary, LCI Industries, 52567 Independence Ct., Elkhart, Indiana 46514. Information on our website is not incorporated by reference into this Proxy Statement.

BOARD OF DIRECTORS AND DIRECTOR INDEPENDENCE

Directors are elected annually by the Company's stockholders for one-year terms. The Board currently consists of nine independent Directors, and one Director, Jason D. Lippert, who is employed by the Company as its President and Chief Executive Officer.

The Board of Directors reviews, at least annually, the independence of each Director. During these reviews, the Board considers transactions and relationships between each Director (and his or her immediate family and affiliates) and the Company

and Management to determine whether any such transactions or relationships are inconsistent with a determination that the Director is independent. The review is based primarily on responses of the Directors to questions in a directors' and officers' questionnaire regarding employment, business, familial, compensation, and other relationships. In reviewing the independence of the Directors, the Board applies the standards that it has adopted to assist it in making determinations of independence and that are contained in the Company's Governance Principles, which are available on the Company's Investor Relations website at http://investors.lci1.com under "Governance - Governance Documents." In March 2025, the Board determined that none of Messrs. Graham, Deely, Gero, O'Sullivan, Reed, or Sirpilla, nor Mses. Henkels, Mains, or Myers, has any material relationship with the Company or its subsidiaries. Accordingly, the Board hasdetermined that each of these nine Directors meets the "independence" standards of the NYSE.

The independent Directors have complete access to, and are encouraged to communicate with, the Company's Chief Executive Officer and any other executives of the Company. During the year ended December 31, 2024, the Board of Directors held 7 meetings. All Directors attended at least 75% of the regularly scheduled and special meetings of the Board and the Board committees on which they served.

Directors are expected to attend the Company's annual meetings. At the Company's 2024 Annual Meeting, all Directors standing for election attended virtually.

LEADERSHIP STRUCTURE

The Company has continuously maintained separate positions for Chairman of the Board and for Chief Executive Officer in order to provide an independent and unbiased level of review and oversight of senior Management. Tracy D. Graham currently serves as Chairman of the Board, and Jason D. Lippert serves as President and Chief Executive Officer. The Chairman of the Board coordinates the activities of the independent Directors, serves as a liaison on Board-related issues between the independent Directors and

the CEO, and performs any other duties and responsibilities that the Board of Directors may determine. While the Board elects a Chairman of the Board annually, it is generally expected that he or she will serve for more than one year.

The role of the Chairman of the Board also includes:

The Board periodically reviews its leadership structure to evaluate whether it remains appropriate for the Company.

EXECUTIVE SESSIONS

The non-employee Directors meet regularly in executive sessions without Management. An executive session is held in conjunction with each regularly scheduled Board meeting and is led by the Chairman of the Board. At least once a year, a meeting of only the independent Directors is held. Additional executive sessions may be called by the Chairman of the Board in his discretion or at the request of the Board.

BOARD COMMITTEES

The Company has five standing Committees of the Board of Directors: the Audit Committee, the Compensation and Human Capital Committee, the Corporate Governance, Nominating, and Sustainability Committee, the Risk Committee, and the Strategy, Acquisition, and Capital Deployment Committee. All members of the Audit Committee, the Compensation and Human Capital Committee, and the Corporate Governance, Nominating, and Sustainability Committee are independent Directors who meet the independence and experience standards of the NYSE and the SEC.

The Board annually selects the Directors who serve on the committees. Each committee functions pursuant to a written Charter and, other than the Risk Committee and Strategy, Acquisition, and Capital Deployment Committee, written Key Practices adopted by the Board of Directors and reviewed annually by each committee.

Audit Committee

The purpose of the Audit Committee of the Board of Directors is to assist the Board in its oversight of (i) the conduct of the Company's financial reporting processes and the integrity of the Company's financial statements; (ii) the Company's compliance with legal and regulatory requirements; (iii) the independence, qualifications, and performance of the Company's independent auditor; (iv) the adequacy and effectiveness of the Company's systems of internal control over financial reporting and disclosure controls and procedures, and the performance of the Company's internal audit function; and (v) the Company's compliance with ethical standards adopted bythe Company. The Committee also prepares an annual report for inclusion in the Company's Proxy Statement. The Audit Committee selects the Company's independent auditor, which selection is submitted to the stockholders for ratification in this Proxy Statement. See "Proposal 3. Ratification of Appointment of Auditors."

In coordination with the Risk Committee, the Audit Committee oversees the Company's cybersecurity risk management strategies, programs, policies, procedures, and functions.

All of the Audit Committee members meet the independence and experience requirements of the NYSE and the SEC. Ms. Henkels serves as Chair of the Audit Committee, and each member of the Committee has been determined by the Board of Directors to be an "audit committee financial expert" as defined by the SEC. This Committee held 7 meetings during the year ended December 31, 2024.

Compensation and Human Capital Committee

The purpose of the Compensation and Human Capital Committee of the Board of Directors is (i) to assist the Board in discharging its responsibilities in respect of compensation of the Company's executive officers; (ii) to prepare an annual report on executive compensation for inclusion in the Company's Proxy Statement; and (iii) to oversee the Company's strategies, initiatives, and policies related to human resources.

The Compensation and Human Capital Committee is responsible for reviewing the performance and development of the Company's Management in achieving corporate goals, and ensuring that the Company's senior executives are compensated consistent with the long-term objectives of the Company as well as competitive practices. This Committee provides oversight and guidance in the development of compensation and benefit programs for senior executives of the Company, determines the compensation terms for the Company's Chief Executive Officer and other executive officers, administers the LCI Industries 2018 Omnibus Incentive Plan (the "2018 Plan"), approves equity awards, and coordinates with the Corporate Governance, Nominating, and Sustainability Committee with respect to compensation of Directors. The Compensation and Human Capital Committee approved the compensation, consisting of salary, incentive bonus, equity awards, and benefits paid for 2024 to the "Named Executive Officers." See "Executive Compensation - Compensation Discussion and Analysis."

In addition, the Compensation and Human Capital Committee oversees and administers the Company's clawback policy. It also oversees the development, implementation, and effectiveness of the Company's strategies, initiatives, and policies related to human resources, including, but not limited to: talent acquisition, retention, development, and succession (excluding succession related to the Company's Chief Executive Officer, which succession is overseen by the Corporate Governance, Nominating, and Sustainability Committee); company culture; employee engagement; workforce demographics; enterprise health care programs; and other key human resources policies and practices.

Mr. Sirpilla serves as Chairman of the Compensation and Human Capital Committee. All members of the Compensation and Human Capital Committee meet the independence requirements of the NYSE and the SEC. This Committee held 5 meetings during the year ended December 31, 2024.

Corporate Governance, Nominating, and Sustainability Committee

The purpose of the Corporate Governance, Nominating, and Sustainability Committee of the Board of Directors is to assist the Board in (i) identifying qualified individuals to become Directors; (ii) determining the composition of the Board of Directors and its Committees; (iii) monitoring a process to assess Board effectiveness; (iv) developing and implementing the Company's corporate governance principles and business guidelines; (v) evaluating potential candidates for executive positions; and (vi) oversight of sustainability and social responsibility matters.

The Corporate Governance, Nominating, and Sustainability Committee oversees the development of executive succession plans, coordinates with the Compensation and Human Capital Committee with respect to compensation of Directors, reviews and approves related person transactions, and resolves any conflicts of interest involving a Director. The Committee reviews and, if necessary, recommends revisions to the Company's Guidelines for Business Conduct, Code of Ethics for Senior Financial Officers, and other governance policies adopted from time to time. The Committee also oversees, reviews, and reports to the Board on a periodic basis with regard to sustainability and social responsibility matters, including impacts to the Company's business and strategy, the Company's public

reporting on these topics, and any recommendations with respect to oversight and related policies.

The Corporate Governance, Nominating, and Sustainability Committee leads the search for individuals qualified to become Directors and selects nominees to be presented for stockholder approval at each Annual Meeting of Stockholders and to fill vacancies on the Board of Directors. See "Proposal 1. Election of Directors - Director Qualifications and Selection Process."

Ms. Myers serves as Chair of the Corporate Governance, Nominating, and Sustainability Committee. This Committee held 3 meetings during the year ended December 31, 2024.

Risk Committee

The purpose of the Risk Committee of the Board of Directors is to provide oversight of Company-wide risk management practices to assist the Board in (i) overseeing that the executive team has identified and assessed all the risks that the organization faces and has established a risk management infrastructure capable of addressing those risks; (ii) overseeing in conjunction with other Board-level committees or the full Board, if applicable, risk, such as strategic, financial, credit, market, liquidity, cyber and physical security, property, information technology, legal, regulatory, reputational, and other risks; (iii) overseeing the division of risk-related responsibilities to each Board committee as clearly as possible and performing a gap analysis to determine that the oversight of any risks are not missed; and (iv) in conjunction with the full Board, approving the Company's enterprise-wide risk management framework. The Company faces a number of material risks, including financial and operational risks. Accordingly, the Company conducts regular enterprise risk management reviews to identify and assess these risks, and to implement effective plans to manage them.

Mr. O'Sullivan serves as Chairman of the Risk Committee. This Committee held 4 meetings during the year ended December 31, 2024.

Strategy, Acquisition, and Capital Deployment Committee

The purpose of the Strategy, Acquisition, and Capital Deployment Committee of the Board of Directorsis to assist the Board in fulfilling its oversight responsibilities relating to the formulation and execution of strategy for the Company, risks and opportunities relating to such strategy, and strategic decisions regarding investments, acquisitions, and divestitures by the Company. The Strategy, Acquisition, and Capital Deployment Committee (i) works with Management in the development of the Company's strategy; (ii) monitors execution of the Company's strategic plan, both domestically and internationally, against stated goals and objectives, and provides guidance and feedback as necessary; (iii) in conjunction with Management, develops an acquisition strategy that aligns with the Company's long-term strategic plan; (iv) reviews each proposed acquisition by the Company above an established threshold in the context of various factors, including whether to recommend approval of the acquisition; (v) from time to time, reviews and recommends to the Board of Directors whether to exit an existing business or dispose of assets; and (vi) reviews and analyzes actions and results against stated goals and objectives.

Mr. Deely serves as Chairman of the Strategy, Acquisition, and Capital Deployment Committee. This Committee held 5 meetings during the year ended December 31, 2024.

COMPENSATION-RELATED RISK

To identify risks that could be created by our compensation policies and practices, the Compensation and Human Capital Committee reviews enterprise risk management assessments and evaluates our controls to determine if they adequately mitigate compensation-related risks. If appropriate, controls are modified or supplemented. The Compensation and Human Capital Committee assessed our executive compensation programs and concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation and Human Capital

Committee believes our executive compensation programs, including the design of long-term incentive plans, oversight by the Compensation and Human Capital Committee, and sufficiency of control features, prevent unintentional material risk. In addition, stock ownership guidelines, the long-term nature of equity awards, share retention, and incentive compensation forfeiture, taken together, motivate Management to carefully consider risk in making business decisions and evaluating growth opportunities, and mitigate excessive risk-taking to achieve short-term results.

COMPENSATION RECOVERY POLICY

The Board of Directors has adopted a Compensation Recovery Policy (the "Clawback Policy") in accordance with the listing standards of the NYSE. The Clawback Policy applies to all incentive-based compensation, which is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, received by our executive officers, including our named executive officers.

The Clawback Policy applies in the case of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatementto correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The Clawback Policy provides that promptly following such an accounting restatement, the Compensation and Human Capital Committee will determine the amount of the erroneously awarded compensation, which is the excess of the amount of incentive-based compensation received by current and former executive officers during the three completed fiscal years immediately preceding the required restatement date over the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts. The Company will provide each such executive officer with a written notice of

such amount and a demand for repayment or return. If such repayment or retuis not made within a reasonable time, the Clawback Policy providesthat the Company will recover the erroneously awarded compensation in a reasonable and prompt manner using any lawful method, subject to limited exceptions as permitted by the NYSE.

DIRECTOR STOCK OWNERSHIP REQUIREMENTS

To help align the personal interests of non-employee Directors with the interests of stockholders, all non-employee Directors are required to hold Company Common Stock, RSUs, or DSUs equivalent to 5x each non-employee Director's annual cash retainer (exclusive of any cash retainer for serving as a Board or Committee chair). Equity interests that count toward satisfaction of the guidelines include shares owned outright by, or held in trust for the benefit of, the individual and his or her immediate family members residing in the same household, plus RSUs, DSUs, and stock awards (whether vested or unvested). Stock options (whether vested or unvested) do not count toward satisfaction of the guidelines. Non-employee Directors are required to achieve ownership in accordance with the guidelines within five years of the date they assume their position. As of the date of this Proxy Statement, all non-employee Directors satisfy the stock ownership requirements or are within that five-year period.

TEAM MEMBERS AND DIRECTORS GUIDELINES FOR BUSINESS CONDUCT

The Company has Guidelines for Business Conduct that all Management team members and Directors are required to annually sign and follow in conducting the Company's business, and a Code of Ethics for Senior Financial Officers governing the conduct of its President and Chief Executive Officer, Chief Financial Officer, and the financial officers of the Company and its subsidiaries.

MANAGEMENT AND BOARD SUCCESSION

The Board periodically reviews with the Chief Executive Officer and maintains a succession plan for executive officers, after consideringrecommendations from the Corporate Governance, Nominating, and Sustainability Committee. The plan is designed to ensure an effective transition of Management of our operations to qualified executives upon the retirement of senior executives. The Board is also responsible for

maintaining an emergency succession plan that is reviewed periodically with Management.

CONTACTING THE BOARD OF DIRECTORS

Any stockholder, or other interested party, who wishes to communicate with the Board of Directors, or our non-employee Directors as a group, or any member of the Board, may do so electronically by sending an e-mail to [email protected] or by writing to any Director c/o LCI Industries, 3501 County Road 6 East, Elkhart, Indiana 46514. Communications received electronically or in writing will be distributed to the Chairman or the other members of the Board, as appropriate, depending on the facts and circumstances described in communications received. For example, communications regarding accounting, internal accounting, internal accounting controls, and auditing matters generally will be forwarded to the Chair of the Audit Committee.

INSIDER TRADING POLICY

The Board of Directors has adopted an insider trading policy that governs the purchase, sale, and other dispositions and transactions in our securities by our Directors, officers, and team members, which policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as NYSE listing standards, a copy of which was filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Further, it is the Company's policy that any transactions by the Company in its own securities will comply with applicable laws with respect to insider trading.

PROHIBITION ON HEDGING BY DIRECTORS AND TEAM MEMBERS

The Board of Directors has adopted a Hedging Policy that prohibits the Company's Directors, executive officers, team members, and their designees from purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions that hedgeor offset, or are designed to hedge or offset, any decrease in the market value of the Company's Common Stock. This prohibition applies to all shares of the Company's Common Stock owned directly or indirectly by such persons. The Hedging Policy does not preclude the Company's Directors, officers, team members, and their designees from engaging in general portfolio diversification.

To help ensure we provide our named executive officers with fair and market-competitive compensation and to support retention of our key leaders, we annually review the compensation we offer our executives against executives within our peer group of companies.

In 2024, this peer group consisted of companies determined to be:

CHALLENGES WE FACE IN THE RV INDUSTRY

Defining our executive compensation peer group is a challenge given the complexity of our business as well as our concentrated geographic footprint. The Compensation and Human Capital Committee considers the unique situation in Elkhart County, Indiana, where our geographic proximity to so many other competitors and industry peers means competition for talent is high. Attracting talent to Elkhart County is an ever-present challenge as well. Thus, while many of our competitors are not publicly traded companies, and therefore, do not disclose their compensation practices for benchmarking, we must consider local pay practices as we make decisions about executive compensation. We look at market data alongside our decades of industry experience and knowledge of local RV industry pay practices and models to help ensure the Company can incentivize and engage our talented senior leadership team and broader workforce who are key to our continued business success.

Our peer group is regularly reviewed by the Compensation and Human Capital Committee with consideration given to our strategy and the advice of its independent compensation consultant. The Compensation and Human Capital Committee used the peer group on the right in making 2024 executive compensation decisions.

In addition to the Adjusted EBIT component, the named executive officers have an opportunity to eaan additional payout if the Company achieves at least 90% of its Adjusted EBIT target and exceeds its CFO target of $357 million. If these targets are exceeded, the named executive officers will share 3% of the amount that actual CFO exceeds target CFO, with no cap. The excess CFO will be distributed according to the percentages in the table to the right.

For 2024, the Equity Value for the named executive officers was allocated based on a mix of approximately 60% PSUs and 40% RSUs.

The PSUs awarded to the named executive officers in 2024 provide that the number of units that can be earned is based on whether and to what extent ROIC and Free Cash Flow ("FCF") performance goals for a three-year period from January 1, 2024, through December 31, 2026, are satisfied. RSUs for all of the named executive officers vest over a three-year period, with one-third vesting each year on the anniversary of the grant date.

Performance Stock Units: 2024 PSUs

The PSUs awarded to the named executive officers in 2024 consisted of PSUs based on the Company's ROIC (as hereinafter defined) for the three-year period of 2024-2026 and the three-year average FCF as a percentage of Operating Profit for the three-year period of 2024-2026 (the "2024 PSUs"). The ROIC metric and the FCF metric are weighted equally at 50% each.

The ROIC performance goal for the three-year period was set at 18.5% ("ROIC Target"). The FCF performance goal was set at 70% ("FCF Target"). The 2024 PSUs provide that the number of PSUs that can be earned range from 0% to 200% of the Equity Value allocated and converted to PSUs at the ROIC and FCF Targets ("PSU Target Number") based on whether and to what extent the performance goals are met as shown in the appropriate table below:

If performance is between inflection points, linear interpolation will be used to determine the number of earned 2024 PSUs. However, no PSUs will be earned under either metric if performance is below the applicable threshold set forth in the tables above.

The term "ROIC," or "Retuon Invested Capital," means Operating Profit divided by Average Invested Capital, where: (i) "Operating Profit" is the Company's fiscal year consolidated operating profit, as detailed in the Company's financial statements filed with the SEC; and (ii) "Average Invested Capital" is the average of the prior year end and current year quarterly (Total Stockholders' Equity + Indebtedness) - (Cash, Cash Equivalents, and Short-Term Investments).

"Total Stockholders' Equity" is the Company's total stockholders' equity as of the particular measurement date, as detailed in the Company's financial statements filed with the SEC.

"Indebtedness" is the Company's indebtedness as of the particular measurement date, as detailed in the Company's financial statements filed with the SEC.

"Cash, Cash Equivalents, and Short-Term Investments" is the sum of the cash, cash equivalents, and short-term investments as of the particular measurement date, as detailed in the Company's financial statements filed with the SEC.

In addition, the Committee may adjust ROIC to exclude the impact of the following: (i) accretion

OTHER KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM

As we look to the future of the Company, we have adopted policies to help drive sustainable growth by further aligning the financial interests of our executives and stockholders with long-term stock price performance. This will help limit excessive risk-taking and executive misconduct through stock ownership guidelines and a clawback policy, as outlined below.

Stock Ownership Guidelines

Our guidelines for ownership of the Company's common stock include all of our named executive officers, which aligns their interests with those of our stockholders. Stock ownership guidelines are set forth as a multiple of the executive's cash base salary as of December 31, 2024, as displayed in the following table:

Equity interests that count toward satisfaction of the guidelines include shares owned outright by, or held in trust for the benefit of, the executive and his or her immediate family members residing in the

same household, plus DSUs and RSUs (whether vested or unvested), as well as earned PSUs (whether vested or unvested). These executives are required to achieve ownership in accordance with the guidelines within three years of the date they assume their position or the date the guidelines were updated, whichever occurs later. As of December 31, 2024, all of the NEOs were in compliance with the guidelines or within the applicable three-year period.

Clawback Policy

The Compensation Recovery Policy (the "Clawback Policy"), effective September 7, 2023, applies to all incentive-based compensation, which is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, received by our executive officers, including our named executive officers.

The Clawback Policy applies in the case of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected

in the current period or left uncorrected in the current period. The Clawback Policy provides that promptly following such an accounting restatement, the Compensation and Human Capital Committee will determine the amount of the erroneously awarded compensation, which is the excess of the amount of incentive-based compensation received by current and former executive officers during the three completed fiscal years immediately preceding the required restatement date over the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts. The Company will provide each such executive officer with a written notice of such amount and a demand for repayment or return. If such repayment or retuis not made within a reasonable time, the Clawback Policy provides that the Company will recover the erroneously awarded compensation in a reasonable and prompt manner using any lawful method, subject to limited exceptions as permitted by New York Stock Exchange listing standards.

Additionally, all awards of incentive compensation are granted subject to the 2018 Plan, which provides that the Compensation and Human Capital Committee may review any equity award if the amount, payment, or vesting of such award was based on an entry in the financial statements that is the subject of a restatement, and cancel all or any portion of such awards and require the participant to repay to the Company all or any portion of the gain realized on the exercise of equity awards and the value realized on other awards.

Impact of Tax Treatment on Compensation

Section 162(m) of the Code limits deductibility of compensation paid to certain executive officers to $1 million per covered officer in any fiscal year. The Committee believes that stockholder interests are best served if its discretion and flexibility in structuring and awarding compensation are not restricted, even though some compensation awards may result in non-deductible compensation expenses to the Company. The Committee also takes into account whether components of our compensation program may be subject to the penalty tax associated with Section 409A of the Code and aims to structure the elements of compensation to be compliant with or exempt from Section 409A to avoid such potential adverse tax consequences.