Camping World Holdings Inc.
12/08/2025 | Press release | Distributed by Public on 12/08/2025 16:01
Management Change/Compensation (Form 8-K)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 2, 2025, Marcus A. Lemonis informed the Board of Directors (the "Board") of Camping World Holdings, Inc. (the "Company") that he would retire as Chief Executive Officer, Chairman of the Board and as a member of the Board, effective December 31, 2025. Following his retirement from his role as Chief Executive Officer and Chairman of the Board, Mr. Lemonis will continue to be employed with the Company in the non-executive role of Co-Founder and Special Advisor.
On the same date, the Board appointed Matthew Wagner, the current President of the Company, to succeed Mr. Lemonis as the Company's Chief Executive Officer, effective as of January 1, 2026. Mr. Wagner will remain the Company's President. Mr. Wagner will also be appointed as a Class I member of the Board, effective as of January 1, 2026. Mr. Wagner will serve as the Company's principal executive officer. In addition, Brent Moody was appointed as Chairman of the Board, also effective as of January 1, 2026.
Biographical information for Mr. Wagner, age 40, can be found on page 29 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 4, 2025 and is incorporated herein by reference.
Wagner Employment Agreement
In connection with Mr. Wagner's appointment as the President and Chief Executive Officer of the Company, on December 2, 2025, the Board approved a second amended and restated employment agreement with Mr. Wagner (the "Wagner Employment Agreement"), which supersedes and replaces his prior employment agreement effective as of January 1, 2026. The material changes under the Wagner Employment Agreement from his existing employment agreement include:
| · | The term of the Wagner Employment Agreement will end on December 31, 2028, with automatic annual renewals unless either party provides at least 90 days' prior written notice of non-renewal; |
| · | Mr. Wagner's annual base salary will increase to $1,000,000; |
| · | Mr. Wagner's annual target incentive bonus will increase to 135% of his annual base salary, with a maximum opportunity of 175% of his annual base salary; |
| · | Mr. Wagner will be granted an award of 465,000 restricted stock units under the Camping World Holdings, Inc. 2016 Incentive Award Plan on January 1, 2026, which will vest in three equal annual installments on each of the first three anniversaries of November 15, 2025, subject to his continued service through the applicable vesting dates; |
| · | Mr. Wagner will also be eligible for the severance payments and benefits in the event of a termination of his employment without cause or by him for good reason (each as defined in the Wagner Employment Agreement) or due to the Company's non-renewal of the term of the Wagner Employment Agreement; and |
| · | Upon a termination of Mr. Wagner's employment by the Company without "cause" or by him for "good reason" (each as defined in the Wagner Employment Agreement) or due to the Company's non-renewal of the term of the Wagner Employment Agreement, Mr. Wagner will be entitled to receive, subject to Mr. Wagner's execution and delivery of a release, (i) his annual bonus for the prior calendar year, to the extent not yet paid, (ii) a pro-rated target annual bonus for the year of termination, (iii) the accelerated vesting of any time-based equity awards (with the vesting of any equity awards that are tied in whole or in part to performance to be governed by the terms of the applicable award agreement), (iv) payment for COBRA benefits for a period of 18 months following termination, and (v) an amount equal to the sum of his annual base salary and his target annual bonus for the year in which termination occurs which will be paid over a twelve-month period; and |
Camping World Holdings Inc. published this content on December 08, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 08, 2025 at 22:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]