Andris Baltins

About Andris A. Baltins

Andris A. Baltins (age 79) has served on Camping World Holdings, Inc.’s Board since March 2016; he also serves on the boards of CWGS, LLC (since February 2011) and Good Sam Enterprises, LLC (since February 2006). A corporate attorney, he has been a member of Kaplan, Strangis & Kaplan, P.A. since 1978, with a J.D. from the University of Minnesota Law School and a B.A. from Yale University; he previously served on Polaris Industries, Inc.’s board from 1995 to 2011 . The Board has affirmed his independence under NYSE rules and explicitly considered his law firm’s provision of legal services to the Company, determining it does not impair independence .

Past Roles

External Roles

Board Governance

Committee Assignments and Activity

Fixed Compensation

Performance Compensation

Performance Metric Table (Director Compensation)

Other Directorships & Interlocks

Expertise & Qualifications

• Over 40 years advising public and private companies in complex transactions, M&A, and corporate law .
• Prior public company directorship (Polaris Industries, Inc.) provides relevant governance experience .
• Legal background (J.D., University of Minnesota; B.A., Yale) supports committee leadership in Nominating & Governance and Compensation .

Equity Ownership

Governance Assessment

• Committee leadership and independence: Baltins chaired Nominating & Corporate Governance and transitions to chair Compensation post-Annual Meeting; Board affirms independence despite his law firm’s provision of legal services—a potential perceived conflict mitigated by Board review and Audit Committee responsibility for related person transactions .
• Attendance and engagement: Board met 13 times in FY2024; incumbents attended at least 75%. Compensation and Nominating committees met six times each; Audit met four—indicative of active committee oversight .
• Director compensation mix and alignment: Baltins’ FY2024 compensation combined $115,000 cash with ~$150,000 in RSUs (time-based vesting, change-of-control acceleration; optional deferral), aligning with shareholders through equity while avoiding meeting-based fees that could misalign incentives .
• Ownership “skin in the game”: Baltins holds Class A shares and exchangeable CWGS units, plus unvested RSUs; director ownership guideline (≥5x retainer) encourages alignment, though individual compliance status is not disclosed .
• Shareholder support signal: 2024 election vote results show Baltins received 87,245,383 “For” vs. 5,532,470 “Withheld,” with 7,151,174 broker non-votes—demonstrating broad support in a controlled company context .
• Structural risk – controlled company: The Voting Agreement centralizes control among ML-related parties and Crestview, enabling governance exemptions and influence over director elections, which can dilute minority shareholder influence; mitigations include continued committee independence standards .

RED FLAGS

• Related-party exposure: Baltins’ firm provides legal services to CWH—Board determined no impairment to independence, but ongoing monitoring of related person transactions is warranted .
• Controlled company governance: Concentrated voting control and director designation rights under the Voting Agreement present enduring minority shareholder governance risk .

Say-on-Pay & Shareholder Feedback (Context)

Director Election Results (Signal)

Notes

• Committee charters authorize retention of independent advisors and oversight of related person transactions (Audit; Compensation; Nominating & Governance), supporting governance rigor .
• Annual RSU grants to directors occur on the date of the Annual Meeting and vest after one year; grants fully accelerate upon change of control or non-re-election, with optional deferral .