The Board of Directors has fixed March 27, 2015April 1, 2016 as the record date for the meeting, and only holders of record of the Company’s Common Stock at the close of business on that date will be entitled to vote on all matters to be considered at the meeting or any adjournment or postponement thereof.

A list of all stockholders entitled to vote at the meeting will be available for inspection for the ten days prior to the meeting at the office of the Company and will be available for inspection at the time of the meeting, at the place thereof.

The Board of Directors of Drew Industries Incorporated, a Delaware corporation (the “Company”), is soliciting proxies for use at the Annual Meeting of Stockholders to be held at the Rosewood Crescent Hotel, 400 Crescent Court, Dallas, Texas 75201 on May 21, 201526, 2016 at 9:00 A.M., or any adjournment or postponement thereof, at which holders of record of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), at the close of business on March 27, 2015April 1, 2016 (the “Record Date”) shall be entitled to vote on all matters considered at the meeting.

All validly completed and executed proxies received by the Company (whether by mail or via the Internet) in time for the Annual Meeting will be voted in the manner indicated on the proxies and, if no contrary instructions are indicated, “FOR” Proposals 1 and 2, “FOR” the Directors named in Proposal 3,1, and “FOR” Proposals 42, 3 and 5.4. If specific instructions are indicated, the proxies will be voted in accordance with such instructions. Each proxy executed and returned by holders of the Common Stock may be revoked at any time thereafter, except as to matters upon which, prior to such revocation, a vote shall have been cast pursuant to the authority conferred by such proxy. A proxy may be revoked by giving written notice of revocation to the Secretary of the Company or to any of the other persons named as proxies, or by giving a proxy with a later date, or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting alone will not revoke a proxy. This Proxy Statement and the accompanying form of proxy card solicited from holders of the Common Stock are expected to be sent or given to stockholders on or about April 10, 2015.15, 2016.

The cost of solicitation by the Company, including postage, printing and handling, and the expenses incurred by brokerage firms, custodians, nominees and fiduciaries in forwarding proxy material to beneficial owners will be borne by the Company. The solicitation is to be made primarily by mail, but may be supplemented by telephone calls, telegrams and personal solicitation. The Company has also retained Georgeson Inc. ("Georgeson") to assist in the solicitation of proxies for a fixed fee of $25,000, plus out-of-pocket expenses. In addition, the Company has agreed to indemnify Georgeson against certain liabilities and expenses arising out of or in connection with the engagement. Management may also use the services of Directors and employees of the Company to solicit proxies, without additional compensation.

The Annual Report to Stockholders of the Company for the year ended December 31, 2014,2015, together with this Proxy Statement, is being maileddelivered to each stockholder of record who requested paper copies of these materials.

Drew Industries Incorporated (“Drew” or the “Company”), through its wholly-owned subsidiary Lippert Components, Inc. and its subsidiaries (collectively, “Lippert Components” or “LCI”), supplies a broad array of components for the leading manufacturers of recreational vehicles (“RVs”) and manufactured homes, as well as the aftermarket for these industries. To a lesser extent, Drew, through Lippert Components, also manufactures components for adjacent industries including buses; trailers used to haul boats, livestock, equipment and other cargo; pontoon boats; modular housing; and factory-built mobile office units.

The Company’s Common Stock trades on the New York Stock Exchange (“NYSE”) under the symbol “DW”.“DW.”

Stockholders of record will be entitled to one vote on each matter for each share of Common Stock held on the Record Date. At the close of business on the Record Date, there were 24,132,82024,504,034 shares of our Common Stock outstanding and eligible to vote at the Annual Meeting. A majority of the outstanding shares of Common Stock must be present or represented by proxy at the meeting in order to have a quorum for the transaction of business. Abstentions and broker non-votes will be treated as shares present for the purpose of determining the presence of a quorum. “Broker non-votes” means shares held of record by a broker for which the broker has not received voting instructions from the beneficial owner of the shares and lacks the authority to vote the shares in its discretion. Broker non-votes are not counted as votes cast for any purpose in determining whether a matter has been approved.

If the persons present or represented by proxy at the meeting constitute the holders of less than a majority of the outstanding shares of Common Stock as of the Record Date, the Annual Meeting may be adjourned to a subsequent date for the purpose of obtaining a quorum. Votes will be tabulated by the inspector of election appointed for the meeting, who will separately tabulate affirmative and negative votes, abstentions and, if possible, broker non-votes.

Set forth below is information with respect to each person known to the Company on March 27, 2015April 1, 2016 to be the beneficial owner of more than five percent of any class of the Company’s voting securities. Unless otherwise noted, the stockholders listed in the table have sole voting and investment power with respect to the shares of Common Stock owned by them.

To the knowledge of the Company, other than persons acting as nominees or custodians for various stock brokerage firms and banks, which persons do not have beneficial ownership of the Common Stock, no other person owns of record or beneficially more than five percent of the voting securities of the Company.

Set forth below is information with respect to beneficial ownership at March 27, 2015April 1, 2016 of the Company’s voting securities by each Director, each of whom is a nominee for election, each other director nominee and by each of our executive officers named in the Summary Compensation Table herein, and by all Directors, director nominees and executive officers of the Company as a group. Unless otherwise noted, the stockholders listed in the table have sole voting and investment power with respect to the shares of Common Stock owned by them, and their address is c/o Drew Industries Incorporated, 3501 County Road 6 East, Elkhart, Indiana 46514.

Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who beneficially own more than ten percent of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC and the NYSE. Officers, directors and greater than ten-percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

Based on its review of the copies of such forms received by it, the Company believes that during 20142015 all such filing requirements applicable to its officers and directors (the Company not being aware of any ten-percent stockholders during 20142015 other than Columbia Wanger Asset Manager, LLC) were complied with.

The business and affairs of the Company are managed under the direction of our Board of Directors. The Company’s Restated Certificate of Incorporation currently provides that the number of directors shall consist of not less than three nor more than seventwelve persons. As more fully described in Proposal 2,Our by-laws provide that the Board of Directors has approved and recommended to the stockholders an amendment to the Restated Certificate of Incorporation to change the restrictions on the size of the Board contained in the Restated Certificate of Incorporation to increase the maximum number of directors, not less than three, shall be fixed from time to twelve persons. See “Proposal 2. Amendment to Certificate of Incorporation to Change Restrictions on the Sizetime by resolution of the Board Contained in the Restated Certificate of Incorporation.”Board. The Board of Directors currently consists of seventen Directors. If Proposal 2 is approved, and upon the filing and effectiveness of the Certificate of Amendment, itIt is proposed that the stockholders elect a Board of nineten Directors to serve until the next annual election or until their successors are elected and qualify.

The Corporate Governance and Nominating 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 other Board members, as well as by Management and stockholders. In this connection, the Committee considers the composition of the Board with respect to experience, balance of professional interests, required expertise and other factors. The Committee uses the same criteria for evaluating candidates nominated by stockholders as it does for those proposed by Board members 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 Committee seeks candidates who have demonstrated exceptional ability and judgment and who can be most effective, in conjunction with other directors, to collectively serve the long-term interests of our stockholders. The particular experience, qualifications and skills of each nominee described on pages 1210 and 1311 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 growing companies and global markets, competence in accounting and financial reporting, and leadership in business and with socially-responsible organizations.

In conjunction with the Board'sBoard’s director succession planning process, the Committee engaged James Drury Partners in 2014 as its independent director search consultant. During the fall of 2014, James Drury Partners presented over 20 preliminary candidates for new directors to the Committee, and over a period of several months, the Committee held several meetings and conducted numerous interviews of potential nominees. At the conclusion of the process conducted by the Committee, the Committee recommended to the Board two nomineesthe nomination of Tracy D. Graham as an additional independent directors.director. In March 2015, Edward W. Rose III retired from2016, the Board of Directors after 30 years of service as a Director, including a term as Chairmandetermined to increase the size of the Board from March 1984nine to December 31, 2008,ten directors, and appointed Mr. Graham as Lead Director from January 2009an independent director, to November 2011.serve as such until the Annual Meeting. The Board of Directors currently consists of seventen members, and the Committee has recommended nineten nominees for election at the Annual Meeting.

The Corporate Governance and Nominating 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 20152016 Annual Meeting. Stockholders may propose nominees for consideration by the Corporate Governance and Nominating Committee by submitting the names and supporting information, in writing, to Secretary, Drew Industries Incorporated, 3501 County Road 6 East, Elkhart, Indiana 46514. The proposed nominee must meet the qualifications for directors described above. No later than February 26, 2016,24, 2017, any stockholder who intends to make a nomination at the 20162017 Annual Meeting must deliver a notice, in writing, to the Secretary setting forth (i) the name, age, business address and residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee, (iii) the number of shares of capital stock of the Corporation which are beneficially owned by each

Following the recommendation of the Corporate Governance and Nominating Committee, the Board of Directors has nominated the nineten persons named below for election to the Board of Directors at the Annual Meeting. Each of Messrs. Gero, Abrams, Crespo, Deely, Hegi, Reed,Lippert, Lowe, LippertO’Sullivan and DeelyReed were elected to his present term of office at the Annual Meeting of Stockholders held on May 22, 2014. Messrs. Crespo21, 2015. Mr. Graham joined the Board in March 2016 and O’Sullivan are twois a new nomineesnominee for election as Directors. If Proposal 2 as set forth in this Proxy Statement is not approved by the stockholders at the Annual Meeting, the maximum number of persons elected to the Board of Directors will be seven. It is the intention of the Board that, if such event were to occur, the Board’s director succession plan would be accelerated, and Messrs. Hegi and Lowe would retire from the Board effective at the Annual Meeting, and the remaining seven nominees would be the nominees proposed by the Board of Directors for election to serve as Directors until the next annual election.Director.

Mr. Gero, Chairman of the Board of Directors, has been a member of our Board of Directors since 1992. Mr. Gero is a private investor and served as Chairman of the Board of Orthofix International, N.V., a publicly-owned international supplier of orthopedic devices for bone fixation and stimulation, from 2004 to December 2013, and has also served as a director of Intrusion.com, Inc., a publicly-owned supplier of security software, from 2004.

Mr. Gero has extensive experience with respect to corporate management and leadership, strategic planning, and compensation matters, and has public company board experience.

Mr. Abrams, Chairman Emeritus, has been a member of our Board of Directors since 1984 and was Chairman of the Board of Directors from January 2009 to May 2014. He was Chief Executive Officer of the Company from March 1984 to December 2008 and President from March 1984 until May 2008. Since April 2001, Mr. Abrams has also been a director of Impac Mortgage Holdings, Inc., a publicly-owned company engaged in origination of residential mortgages as well as a mortgage services platform providing solutions to the mortgage and real estate markets, and Lead Director of Impac Mortgage Holdings, Inc. since June 2004. Mr. Abrams is a Certified Public Accountant.

Mr. Abrams has particular knowledge of our Company and the industries to which we sell our products, extensive experience with corporate management, acquisitions, governance and strategic planning, accounting and financial acumen, investor relations, and public company board experience.

Mr. Hegi has been a member of our Board of Directors since 2002. Mr. Hegi is a founding partner of Wingate Partners, a private equity firm, and the indirect general partner of Wingate Partners II, L.P. Since May 1982, Mr. Hegi has served as President of Valley View Capital Corporation, a private investment firm. Mr. Hegi is a director of Texas Capital Bancshares, Inc., a publicly-owned regional bank, and a director of Hallmark Cards, Inc., a privately-held producer of greeting cards and other products. From 1996 until December 2011, Mr. Hegi also served as Chairman of the Board of United Stationers, Inc., a publicly-owned wholesale distributor of business products.

Mr. Hegi has particular knowledge of the industries to which we sell our products, and extensive experience with respect to corporate management and leadership, strategic planning, governance matters, and has public company board experience.

Mr. ReedLippert has been a member of our Board of Directors since 2007. He became Chief Executive Officer of the Company in May 2013, and has been Chief Executive Officer of Lippert Components since February 2003. Mr. Reed is PresidentLippert has over 15 years of a privately-held family investment management company. Mr. Reed retired as Senior Vice Chair for Ernst & Young LLP in 2000experience with Drew and its subsidiaries, where he held several senior U.S. and global operating, administrative and marketing roleshas served in his 26-year tenure with the firm. He served on Ernst & Young LLP’s Management Committee and Global Executive Council from 1991-2000. His experience includes service as a director for several publicly-owned, venture capital and private equity-based companies since 2000.wide range of leadership positions.

Mr. ReedLippert has accounting and financial acumen, with particular knowledge of financial reportingthe industries and taxation, has been determinedcustomers to be an “audit committee financial expert” under the SEC’s ruleswhich we sell our products, as well as extensive experience with strategic planning, acquisitions, marketing, manufacturing, and regulations, and has public company board experience.sale of our products.

Mr. Lowe has been a member of our Board of Directors since 2005. Mr. Lowe has been Chairman of TDIndustries, Inc., a national mechanical/electrical/plumbing construction and facility service company, since 1981. From January 1981 to January 2005, Mr. Lowe also served as Chief Executive Officer of TDIndustries. From March 2004 to May 2014, Mr. Lowe served as a director of Zale Corporation, a publicly-owned specialty retailer of fine jewelry, including as Chairman of the Board from August 2007 to May 2013, and is a director of KDC Platform, LLC, engaged in real estate development.

Mr. Lowe has extensive experience with respect to corporate management and leadership, management development, strategic planning, compensation and governance matters, has public and private company board experience, and extensive experience with social responsibility organizations.

Unless contrary instructions are indicated, the persons named as proxies in the form of proxy card solicited from holders of the Common Stock will vote for the election of the nominees indicated above. If any such nominees should be unable or unwilling to serve, (including in the case if Proposal 2 set forth in this Proxy Statement is not approved by the stockholders), the persons named as proxies will vote for such other person or persons as may be proposed by the Board of Directors. The Board of Directors has no reason to believe that any of the named nominees will be unable or unwilling to serve.

Directors are elected by a plurality of the votes cast at the meeting. See “Voting Securities – Vote Required on Proposals.”

The Company regularly monitors developments in the area of corporate governance, including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform Act of 2010 (the “Dodd-Frank Act”), and rules promulgated by the SEC and the NYSE. The Company complies with all laws and rules applicable to corporate governance, and has continually implemented “best practices” as the Company deems appropriate to protect and enhance stockholders’ interests.

Directors are elected annually by the Company’s stockholders for one year terms. The Board currently consists of one Director, Jason D. Lippert, who is employed by the Company as its Chief Executive Officer and sixnine independent Directors. The independent Directors are James F. Gero, Leigh J. Abrams, Frederick B. Hegi, Jr., David A. Reed, John B. Lowe, Jr., and Brendan J. Deely.

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 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 March 2015,2016, the Board determined that neithernone of Messrs. Gero, Abrams, Crespo, Deely, Graham, Hegi, Reed, Lowe, O’Sullivan, nor Deely,Reed, nor any members of their immediate families, have any transactions or relationships with the Company or its subsidiaries. Accordingly, the Board has determined that each of these sixnine Directors meets the “independence” standards of the NYSE.

In making the determination of independence, the Board applied the following standards, in addition to other relevant facts and circumstances:

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, 2014,2015, the Board of Directors held nineten meetings. All Directors attended at least 75 percent of the regularly scheduled and special meetings of the Board and the Board committees on which they served.

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. James F. Gero currently serves as Chairman of the Board, and Jason D. Lippert serves as 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 the Company’s board leadership structure to evaluate whether it remains appropriate for the Company.

The independent 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. Additional executive sessions may be called by the Chairman of the Board in his discretion or at the request of the Board.

The Company has three standing committees of the Board of Directors: the Audit Committee, the Corporate Governance and Nominating Committee, and the Compensation Committee. All members of each Committee are independent Directors who meet the independence and experience standards of the NYSE. The Board annually selects the Directors who serve on the Committees. Each Committee functions pursuant to a written Charter and written Key Practices adopted by the Board of Directors and reviewed annually by each Committee.

TheAll of the Audit Committee currently consistsmembers meet the independence and experience requirements of David A. Reed, James F. Gero, Frederick B. Hegi, Jr., John B. Lowe, Jr., Brendan J. Deelythe NYSE and Leigh J. Abrams.the Securities and Exchange Commission. Tracy D. Graham joined the Audit Committee in March 2016. Mr. Reed serves as Chairman of the 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 sixseven meetings during the year ended December 31, 2014.2015.

The purpose of the Corporate Governance and Nominating Committee of the Board of Directors is to assist the Board in (i) identifying qualified individuals to become Board members; (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; and (v) evaluating potential candidates for executive positions. The Committee oversees the development of executive succession plans, and coordinates with the Compensation Committee with respect to compensation of Directors.Directors, reviews and approves related person transactions, and resolves any conflicts of interest involving a director. The Committee also 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 purpose of the Compensation 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; and (ii) to prepare an annual report on executive compensation and a Compensation Discussion and Analysis for inclusion in the Company’s Proxy Statement.

The Compensation Committee is responsible for reviewing the performance and development of the Company’s Management in achieving corporate goals, and to ensure 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, negotiates the compensation terms for the Company’s Chief Executive Officer, administers the Drew Industries Incorporated Equity Award and Incentive Plan, as Amended and Restated (the “Plan”), approves equity awards, and coordinates with the Corporate Governance and Nominating Committee with respect to compensation of Directors. The Compensation Committee ratified the compensation, consisting of salary, incentive bonus, discretionary bonus, equity awards and benefits paid for 20142015 to the “named executive officers”.officers.” See “Executive Compensation - Compensation Discussion and Analysis”.Analysis.”

The Board of Directors has approved a compensation recoupment policy for executive officers that allows for the recovery of performance-based compensation amounts paid under an incentive compensation plan, including any discretionary bonus amounts and equity awards under the Plan, or any successor plan, the amount, payment and/or vesting of which was calculated based wholly, or in part, on the application of financial performance criteria. The policy applies in the event there is a required financial restatement due to material noncompliance with any financial reporting requirements under the securities laws, as determined by the Board of Directors, which results in performance-based compensation that would have been a lower amount if such compensation had been calculated based

It has been, and will continue to be, the Company’s policy to obtain stockholder approval for any equity-based compensation plans for Directors, officers and employees. The Company’s existing equity-based compensation plan was originally approved by stockholders on May 18, 2011, and also approved by stockholders, as amended with stockholder approval on May 22, 2014.

To help align the personal interests of non-employee Directors with the interests of stockholders, all non-employee Directors are required to hold Company stock or DSUs equivalent to 4.5x each non-employee Director’s annual cash retainer (base cash retainer plus(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 DSUs or stock awards (whether vested or unvested). Stock options (whether vested or unvested) would not count toward satisfaction of the guidelines. Non-employee Directors are required to achieve ownership in accordance with the guidelines within three years of the later of (i) November 20, 2013, or (ii) the date they assume their position. As of the date of this Proxy Statement, all non-employee Directors satisfy the stock ownership requirements.

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

The Board periodically reviews with the Chief Executive Officer and maintains a succession plan for executive officers, after considering recommendations from the Corporate Governance and Nominating 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.

The Company has a Disclosure Committee which holds regular quarterly meetings, comprised of executive, financial, operating and legal management personnel. The functionDisclosure Committee helps to identify issues and developments which may arise during the quarter that may require disclosure, and is a key part of the Disclosure Committee is to participate in developing and implementingCompany’s disclosure controls and procedures intended to ensure that information required to be disclosed by the Company in public reports is made available to Management and reported within the specified time periods. The Disclosure Committee helps to identify issues and developments which may arise during the quarter that may require disclosure, and reviews certain public disclosure documents prepared by Management. In addition, each quarter, the Company’s key management personnel are required to certify in writing whether or not any matters arose that should be considered for disclosure.

The Company has a Whistleblower Policy which establishes policies and procedures for reporting of complaints by Directors, officers, employees, and other stakeholders of the Company, on a confidential and anonymous basis, regarding questionable accounting or auditing matters, internal controls, illegal practices, or violations of adopted policies of the Company.

Directors who are employees of the Company do not receive additional fees or other compensation for serving as Directors. IndependentThrough June 30, 2015, independent directors receivereceived a combination of an annual cash retainer of $32,500, fixed fees for each meeting attended (paid quarterly), and an annual equity grant which, for 2014,2015, was valued at $130,000 on the date of grant. The Chairman of the Board and each Committee Chairman received an additional annual fee for the additional responsibilities related to their respective positions. The following table sets forth the additional annual retainers and meeting fees for the independent DirectorsBoard and Committee Chairs that were in effect during 2014:the first half of 2015:

Our named executive officers are determined by the Board of Directors in accordance with the rules of the Securities and Exchange Commission. For 2014,2015, our named executive officers include: Jason D. Lippert, our Chief Executive Officer; Scott T. Mereness, our President; David M. Smith, our Chief Financial Officer; Joseph S. Giordano III, our former Chief Financial Officer and Treasurer; and Robert A. Kuhns, our Vice President –Todd W. Driver, the Chief Legal Officer and Secretary. Officers are elected annually by the Board of Directors.

This Compensation Discussion and Analysis (“CD&A”) describes the major elements of our compensation programs for the executive officers named in the Summary Compensation Table in this Proxy Statement. This CD&A also discusses the objectives, philosophy, process and decisions underlying the compensation of the named executive officers. The CD&A should be read together with the executive compensation tables and related footnotes found later in this Proxy Statement.

Our executive compensation policy is designed to enable the Company to attract, motivate and retain highly-qualified senior executives capable of superior performance, by providing a competitive compensation opportunity based significantly on performance. Our intent is to provide fair and equitable compensation in a way that rewards these executives for achieving specified financial goals. Our performance-related awards are structured to link a substantial portion of these executives’ total potential compensation to the Company’s performance on both a long-term and short-term basis, to recognize individual contribution as well as overall business results,

Our compensation policy has demonstrated over time that sound business decisions by these executives are in the best interests of the Company and our stockholders, as well as the executives. Accordingly, we reward performance in excess of pre-established targets of earnings, return on invested capital, return on assets, and earnings growth, and we avoid establishing goals that could divert our executives’ attention from the fundamentals of effective and efficient operations.

At the Annual Meeting of Stockholders held on May 22, 2014,21, 2015, our stockholders approved, in an advisory vote, the compensation paid to our NEOs for 2013.2014. In the advisory vote, 7982 percent of the votes cast voted in favor of the 20132014 compensation. Although the vote was non-binding, the Compensation Committee reviewed the results of the vote and considered the high approval rate as an indication that stockholders generally support the Company’s executive compensation philosophy and decisions. In addition, the Proxy Statement for the 20142015 Meeting contained a detailed description of the new compensation plansarrangement adopted by the Company for the three-year period 2012-2014 for eachsenior officers of Messrs. Lippert, Mereness and Giordano, and the compensation plan adopted by the Company and its wholly-owned subsidiary Lippert Components for Mr. Kuhns for 2014.fiscal year 2015. The compensation paid to these executivesthe Company’s NEOs for 20142015 was paid in accordance with such plans.

NetConsolidated net sales for the year ended December 31, 20142015 increased by $175 million, or 17 percent, to a record $1.19$1.4 billion, primarily due to18 percent higher than the 20 percent increase in net sales of the Company’s RV Segment. The four acquisitionsyear ended December 31, 2014. Acquisitions completed by the Company in 20142015, as well as the Furrion Limited distribution and supply agreement for premium electronics, added $36$52 million ($67 million annualized) in net sales in 2014, all2015. The five percent increase in industry-wide wholesale shipments of which related totravel trailer and fifth-wheel RVs, the Company’s primary RV Segment. Salesmarket, as well as increased content per unit through market share gains, positively impacted net sales growth in new and existing markets and new products continued to be key factors in enabling the Company’s sales to exceed RV industry growth rates. Additionally in 2014,2015. In 2015, the Company continued to grow outside its coresales to both adjacent industries and the aftermarket for the RV and manufactured housing markets, with aggregatesegments. Aggregate net sales of components forto adjacent industries increasing 14increased 40 percent to $138$193 million and aftermarket net sales increasing 63increased 62 percent to $64$103 million. Together, these markets now account for 1721 percent of consolidated net sales, an increasedouble the percentage from 10 percent of consolidated net sales in 2010.

For 2014,the full-year 2015, the Company’s net income increased to $62.3$74.3 million, or $2.56$3.02 per diluted share, up from net income of $50.1$62.3 million, or $2.11$2.56 per diluted share, in 2013.2014. Excluding certain charges for severance, environmental and legal costs in 2015, net income would have been $79.0 million in 2015, or $3.20 per diluted share, and excluding the 2014 loss related toon the sale of the Company’s aluminum extrusion-related assets, in 2014 and charges for executive succession in 2013, net income would have been $63.5 million in 2014, or $2.61 per diluted share, up from net income of $51.3 million, or $2.16 per diluted share, in 2013. Net income in 2014 was also impacted by facility start-up and realignment costs, which reduced net income per diluted share by approximately $0.09.share.

For 2014,2015, the Company achieved a 17.5an 18.4 percent return on equity, an improvement from the 16.017.5 percent return on equity in 2013.2014. In January 2014,April 2015, the Company paid a special dividend of $2.00 per share. In March 2015, the Company declared a special dividend of $2.00 per share, payable on April 10, 2015 to stockholders of record on March 27, 2015.aggregating $48.2 million.

Our results of operations are discussed in detail in the accompanying Annual Report.

The Compensation Committee is responsible for reviewing the performance of our executive officers in achieving our long-term business objectives, and ensuring that such executives are compensated consistent with those objectives, as well as competitive practices. The Committee provides oversight and guidance in the development of compensation and benefit programs for our senior executives, and confirms that compensation paid to Compensationthose NEOs who have employment agreements is in compliance with the agreements.

In evaluating the competitiveness of our executives from pledging or selling short any sharescompensation programs for 2015, Exequity reviewed, and provided to the Committee, market data regarding the compensation practices of a peer group of 19 publicly traded companies listed below:

In February 2015, in consultation with Exequity LLP and following discussions with the CEO, the Compensation Committee approved a new compensation arrangement for the senior officers of the Company and its wholly-owned subsidiary Lippert Components for fiscal year 2015, including with respect to named executive officers of the Company, that, in addition to base salary, includes an annual management incentive program and value-based equity awards consisting of performance stock awards and time-based deferred stock awards. Base salaries for fiscal year 2015 for the CEO and most senior officers were generally increased by 5 percent in recognition of the Company’s Common Stock ownedperformance in 2014, and will be reviewed and adjusted on an annual basis. Based on the Committee’s review of the tally sheets and external peer data, the Committee determined that the amounts of compensation to be paid to our NEOs for 2015 were reasonable, and were appropriate based on our financial results of operations and the individual performance of each of the executives.

The Committee expects to rely on the same compensation structure for purposes of its fiscal 2016 compensation decisions, but reserves the right to make structural modifications to the key elements of the compensation provided to executive officers from year to year. We believe, however, the design of our base and incentive annual cash compensation appropriately provides market compensation to our executive officers. The Committee periodically reviews our compensation policy utilizing both internal and external sources of information and analysis relating to financial results of operations, individual performance, long-term return to stockholders, compensation related risk assessment, and compensation afforded by them. See “Executive Stock Ownership Requirements” on page 22 of this Proxy Statement.other employers to comparable-level executives. If appropriate, changes are recommended. Our pay-for-performance incentive compensation programs have over many years effectively linked executive compensation to our long-term and short-term performance.

We did not grant bonuses for increases in the price of our stock because we believe that stock price is frequently the result of market factors beyond executives’ control.

The principal components of our executive compensation program in 20142015 were base salary, annual and long-term performance-based incentive compensation, annual equity-based awards consisting of DSUs, and other personal benefits. While the components of compensation are considered separately in this discussion, we take into account the full compensation package provided to each of the NEOs.

Base salaries are designed to provide regular recurring compensation for the fulfillment of the regular duties and responsibilities associated with job roles, and are paid in cash on a weekly basis. Based on a review of the salaries paid to executives with similar responsibilities at comparable companies and on their business experience, the Compensation Committee established levels of base salary for our executives as a fixed component of a market-competitive total compensation opportunity.opportunity designed to attract and retain these key employees. The level of base salary is a function of the executive’s experience, skills, responsibilities and leadership role within the Company.

Consistent with our emphasis on pay-for-performance compensation programs, our Board of Directors adopted, and our stockholders approved, the Drew Industries Incorporated Equity Award and Incentive Plan, as Amended and Restated. The Plan authorizes performance-based awards in cash or equity, based on the pre-established performance criteria, and we pay a portioncriteria. Under the 2015 Annual Incentive Program approved by the Committee for the Company’s senior officers (the “2015 Program”), participants earned annual performance-based incentive compensation based on the results of the performance-based awardsCompany financial performance measurements for the program year, which for 2015 was based on goals for return on invested capital (“ROIC”) or return on net assets (“RONA”). With respect to the Company’s most senior officers, 10 percent of the incentive award was also based on revenue growth targets. Once the bonus payment amount is determined, payment is made in cash up to twice the participant’s base salary, and any excess is paid out half in cash and half in DSUs with a minimum deferral period of a pre-established amount in DSUs.one year. The 2015 Program includes, among other provisions, termination and clawback provisions.

To motivate effective strategic planning, a substantial portion of our executives’ compensation consists of long-term performance-based awards granted in equity to align the interests of our executives and stockholders over a multi-year period. The Committee approved terms and conditions for long-term incentive grants of performance shares in 2015 pursuant to the Plan, and adopted a new form of performance stock award agreement setting forth those terms and conditions. The 2015 performance shares provide for full vesting of

To encourage our executives’ long-term ownership of our Common Stock, in accordance with the Plan the Company grants annual awards of DSUs. The DSUs provide for vesting and distribution of shares of our Common Stock at least 50 percent based on achieving pre-established performance goals, and the balance at the end of specified periods, subject to earlier distribution upon death, disability, change-in-control of the Company leading to the termination of employment, or involuntary termination of employment without cause. Until shares represented by the DSUs are distributed, the executive does not have any rights of a stockholder of the Company with respect to such shares, other than to receive additional DSUs equivalent in value to any dividends issued to stockholders. The award agreements include, among other provisions, termination, change-in-control, and clawback provisions.

We do not limit DSU grants based on the current level of equity ownership of our NEOs or the unvested portion of their prior awards. On the contrary, we believe that the greater the extent of their equity interest in the Company, the more closely aligned their personal interests become with the interests of our stockholders.

In order to be competitive with market employment and compensation practices, we maintain the following benefit programs:

We do not maintain any defined benefit retirement plans or other pension or profit-sharing plans. To provide retirement benefits for executives, the Company maintains a discretionary 401(k) plan, covering all eligible employees, pursuant to which the Company matched a portion of contributions up to the 20142015 statutory maximum of $10,400$10,600 per employee. The aggregate amount of the Company’s contributions with respect to the NEOs was $41,600$72,700 for 2014.2015. Although our 401(k) plan permits profit-sharing contributions, the Company has not made any such contributions to the plan.

To provide a means for deferral of taxation on compensation, the Company maintains an Executive Non-Qualified Deferred Compensation Plan (“Deferral Plan”) for certain executives, including the NEOs. The Company does not make any contributions to the Deferral Plan but is responsible for certain costs of Deferral Plan administration, which are not significant. Pursuant to the Deferral Plan, the NEOs are eligible to defer all or a portion of their earned base salary and incentive compensation. Each participant is fully vested in all deferred compensation and earnings on investments credited to his or her account because the Deferral Plan participant has made all the contributions. Pursuant to the Deferral Plan, payments to the participants will be made from our general unrestricted assets, and the obligations pursuant to the Deferral Plan are unfunded and unsecured.

As a competitive employee benefit, we provide employee health insurance in which the NEOs participate, the aggregate cost of which for the NEOs was $13,600$62,700 for 2014.2015. We also provided other employee benefits in which the NEOs participate, including life and disability insurance, and either an automobile allowance together with related expensesexpenses. We do not provide or reimburse our executives for personal use of an automobile allowance. The aggregate amount of other perquisitesairplane, or for all the NEOs for 2014 was $55,000, and for any individual recipient these perquisites did not exceed $17,000.financial planning, tax preparation, or home security.

The Company also has change-in-control agreements with certain of its NEOsexecutive officers that provide for severance benefits in the event of a change-in-control of the Company leading to a qualifying termination of employment, as well as agreements that provide for severance benefits in the event of termination of employment for other than “cause”, as defined.employment.

The Company believes that the agreements serve as appropriate retention tools for these executives by providing security in the event of an unplanned termination of employment in connection with a change-in-control of the Company, or termination for other than cause. Furthermore, from time to time, we examine various strategic alternatives, and the provisions of the agreements are important to retain these key people whose continued employment might be at risk for reasons other than cause. The specific terms of the change-in-control and severance agreements are summarized in “Potential Payments on Termination or Change-in-Control”.Change-in-Control.”

Section 162(m) of the Internal Revenue Code (the “Code”) disallows a Federal income tax deduction to publicly-held companies for certain compensation paid to their CEO and the three other most highly compensated NEOs employed at the end of the year (other than the CFO), to the extent that compensation exceeds $1 million per covered officer in any fiscal year. This limitation applies only to compensation which is not considered performance-based under the Section 162(m) rules. The Plan is structured so that performance-based incentive compensation, whether paid in cash or DSUs, or the exercise of options granted under the Plan, will qualify as performance-based compensation which will not be subject to the $1 million limitation, resulting in favorable tax treatment to the Company.

In February 2016, the Compensation Committee approved compensation for the senior officers of the Company and its wholly-owned subsidiary Lippert Components for fiscal year 2016, including with respect to named executive officers of the Company. Base salaries for fiscal year 2016 were generally increased by 2 percent in recognition of the Company’s performance in 2015. Under the 2016 Annual Incentive Program for the Company’s senior officers (the “2015“2016 Program”), pursuant to the Drew Industries Incorporated Equity Award & Incentive Plan, as amended and restated. Under the 2015 Program, participants earn annual performance-based incentive compensation based on the results of the Company financial performance measurements for the program year, which for 2015 may2016 will be based on goals for return on invested capital (“ROIC”) or return on net assets (“RONA”). With respect to the Company'sCompany’s most senior officers, 10 percent of the incentive award is also based on revenue growth targets. Once the bonus payment amount is determined, payment will be made in cash up to twice the participant’s base salary, and any excess will be paid out half in cash and half in DSUs with a minimum deferral period of one year. The 2015 Program includes, among other provisions, termination and clawback provisions.

The Committee further approved terms and conditions for value-based long-term incentive grants of performance shares and DSUs pursuant to the Plan, and adopted new forms of performance stock award and deferred stock award agreements setting forth those terms and conditions.Plan. The 20152016 performance shares provide for full vesting of the awards after three years, subject to the rate of cumulative growth

Additional information regarding the 20152016 executive compensation program, including the forms of executive employment agreement, performance stock award and deferred stock award, as well as a copy of the 20152016 Annual Incentive Program, is available on the Company's Current Report on Form 8-K filed with the SEC on March 4, 2015.February 12, 2016.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with Management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.2015.