CAMPING WORLD HOLDINGS INC CLASS A (CWH)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
CAMPING WORLD HOLDINGS INC CLASS A · Meeting: May 21, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Mary J. George, K. Dillon Schickli, and Matthew D. Wagner as Class I Directors
Against Analysis
Ms. George has served on the board since 2017, meaning her entire tenure overlaps with the severe stock price decline — CWH's shares have lost nearly 60% over three years while peer companies gained an average of 28%, a gap of 88 percentage points that far exceeds the 20-point trigger; the five-year record is equally poor (gap of 84 points), so there is no longer-term track record to mitigate the near-term underperformance, and the AGAINST vote is sustained.
Mr. Schickli has served on the board since 2016, giving him full overlap with the company's sustained underperformance — CWH shares fell roughly 60% over three years while the peer group rose 28%, a gap nearly four times the 20-point policy trigger; the five-year gap of 84 points confirms this is not a temporary dip, and the AGAINST vote is sustained.
For Analysis
Mr. Wagner joined the board on January 1, 2026, which is within the 24-month new-director exemption window, so he is not subject to the TSR underperformance trigger; he has also just been appointed CEO and deserves reasonable time to demonstrate his leadership before being held accountable for prior-period results he did not control as a director.
Of the three Class I director nominees, two long-tenured directors (George since 2017, Schickli since 2016) receive AGAINST votes because CWH's stock has declined roughly 60% over three years while peer companies gained 28% on average — an 88-percentage-point gap that far exceeds the 20-point policy threshold, and the five-year record provides no mitigation. Newly appointed CEO Matthew Wagner, who joined the board in January 2026, is exempt from the TSR trigger and receives a FOR vote.
Say on Pay
✗ AGAINSTCEO
Marcus A. Lemonis
Total Comp
$30,404,864
Prior Support
98.8%%
Marcus Lemonis received total compensation of approximately $30.4 million in 2025 — including a $3 million discretionary cash bonus, $13.3 million in time-vesting stock awards (restricted stock units), $10.4 million in performance stock awards with price targets far above the current stock price, and a $2.25 million share-settled annual bonus — at a company with a market cap of only $455 million whose stock lost roughly 60% over three years while peer companies gained 28% on average. The restricted stock units granted in January 2025 were fully accelerated upon Mr. Lemonis' retirement in December 2025, meaning shareholders received no long-term retention benefit from awards that should have been contingent on continued service, and the pay package as structured effectively rewarded an executive during a period of severe shareholder value destruction. Although the prior say-on-pay vote passed with 98.8% support (which normally would be a positive signal), that vote reflected a prior year in which Mr. Lemonis received almost no cash compensation; the 2025 compensation program represents a fundamentally new and much larger pay structure that has not previously been tested with shareholders and fails the pay-for-performance alignment standard.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
8 yrs
Audit Fees
$6,425,000
Non-Audit Fees
$6,000
Deloitte has served as CWH's auditor since 2018 (approximately 8 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees of just $6,000 represent less than 0.1% of audit fees of $6,425,000, far below the 50% threshold; and Deloitte is a Big 4 firm appropriate for a company of CWH's size and complexity.
Overall Assessment
The 2026 CWH annual meeting presents three standard proposals: director elections, auditor ratification, and say on pay. We vote AGAINST two of the three director nominees (George and Schickli) due to severe and sustained stock underperformance during their long tenures, vote FOR the newly appointed CEO director (Wagner) who is exempt as a new director, vote FOR auditor ratification as Deloitte's fees and tenure raise no concerns, and vote AGAINST say on pay because the outgoing CEO received $30.4 million in total compensation — including accelerated equity awards — at a company whose stock has lost 60% over three years while peers gained 28%.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing