Brent Moody
Camping World HoldingsAbout Brent L. Moody
Brent L. Moody (age 63) has served on Camping World Holdings, Inc.’s (CWH) Board since May 2018. He was President of CWH from September 2018 to June 30, 2024, then served as Senior Advisor through December 31, 2024; prior roles include Chief Operating & Legal Officer and earlier legal and business development leadership at CWH and its subsidiaries. He holds a J.D. (Nova Southeastern University, Shepard Broad Law Center) and a B.S. (Western Kentucky University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Camping World Holdings, Inc. | Director (Class II; term expires 2027) | May 2018–present | Not assigned to committees |
| Camping World Holdings, Inc. | Senior Advisor | Jul 1, 2024–Dec 31, 2024 | Transition role after presidency |
| Camping World Holdings, Inc. | President | Sep 2018–Jun 30, 2024 | Oversaw operations; long-tenured executive |
| CWH/CWGS/Good Sam/Camping World/FreedomRoads | Chief Operating & Legal Officer; EVP & Chief Administrative & Legal Officer; EVP/GC & Business Development; earlier legal roles | 2002–2018 (various) | Legal, M&A, administrative leadership |
| Greenberg Traurig, P.A. | Shareholder | 1998–2002 | Corporate law |
| Blockbuster, Inc. | VP & Assistant General Counsel | 1996–1998 | Corporate legal |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Moody in the proxy . |
Board Governance
- Status: Director, Class II (term to 2027); not listed as independent under NYSE rules (he was an employee through 12/31/2024) .
- Committee assignments: None (not on Audit, Compensation, or Nominating/Governance) .
- Attendance: Each incumbent director attended ≥75% of Board and applicable committee meetings in FY2024 .
- Lead Independent Director: Mary J. George .
- Controlled company: CWH qualifies and may rely on NYSE “controlled company” exemptions due to combined voting power controlled by Marcus Lemonis’ entities and Crestview; Board independence requirements may be reduced .
- Voting concentration: As of 3/21/2025, ML Acquisition’s Class B shares cast 47% and the single Class C share casts 5% of total votes; Class A has one vote per share .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Base Salary (employee) | $250,000 | FY2024 Senior Advisor/Former President |
| Director Cash Fees (while employee in 2024) | $0 | Employees receive no additional Board fees |
| Director Cash Retainer Policy (non-employee) | $100,000 | Standard annual retainer for non-employee directors (policy) |
Perquisites (FY2024):
- Company car personal use $31,957; tax gross‑up on car $20,734 (included in “All Other Compensation”) .
Performance Compensation
| Item | Metric/Terms | Target/Budget | Actual/Result | Payout |
|---|---|---|---|---|
| Annual incentive (Jan–Jun 2024) | 0.28% of consolidated Adjusted EBITDA | Initial budget Adjusted EBITDA $371.4M (company-wide) | Actual FY2024 Adjusted EBITDA $178.8M | Part of total below |
| Annual incentive (Jul–Dec 2024) | 0.125% of consolidated Adjusted EBITDA | Same budget framework | Actual as above | Part of total below |
| Total 2024 annual incentive | Formulaic on company Adjusted EBITDA | — | — | $399,975 |
Equity vesting activity (FY2024):
- RSUs vested during FY2024: 85,000 shares; value realized $1,801,325 (all vestings in 2024) .
- As part of his amended agreement, all outstanding RSUs accelerated and vested on Dec 31, 2024: 42,500 shares; value $895,900 based on $21.08 close (also included within the FY2024 vesting totals) .
Director equity going forward (non-employee):
- Policy: Annual RSU grant with $150,000 grant-date value; vests in 1 year (accelerates upon change of control or non-reelection) .
- 2025 award indicated: Estimated 7,696 RSUs (based on $19.49 on 2/28/2025) for each non-employee director, including Brent L. Moody (grant at 2025 AGM) .
Clawback: All awards subject to the company’s clawback policy adopted Oct 2, 2023 and NYSE/SEC rules .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for Moody |
| Potential interlocks/conflicts | Moody is included among “Continuing Equity Owners” via pre-IPO holdings; the company’s Tax Receivable Agreement (TRA) pays 85% of realized tax benefits to Continuing Equity Owners and Crestview (aggregate payable $150.4M as of 12/31/2024), implying a potential economic interest alignment to TRA recipients (individual allocations not disclosed) . |
Expertise & Qualifications
- Legal/M&A and operational leadership across two decades at CWH and affiliates; former law firm shareholder and corporate counsel at Blockbuster; J.D. and business background .
- Company states his “extensive legal experience,” transaction experience, and knowledge of the Company’s operations make him well qualified for the Board .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (Class A) | 434,032 shares (<1%); includes 334,032 Class A shares and 100,000 exchangeable CWGS, LLC units (exercisable for Class A 1:1) |
| Pledged shares | None disclosed for Moody (a separate pledge relates to ML Acquisition’s affiliate) |
| Unvested RSUs at 12/31/2024 | 0 (all outstanding RSUs accelerated and vested on 12/31/2024 per amended agreement) |
Employment & Contracts (key terms during final employment year)
| Term | Detail |
|---|---|
| Role/term | Senior Advisor (7/1/2024–12/31/2024); prior President |
| Bonus structure | 0.28% of consolidated Adjusted EBITDA (H1 2024) and 0.125% (H2 2024); final payout $399,975 |
| Non‑compete | 24 months post-termination; continental U.S.; exceptions if company materially defaults and does not cure |
| COBRA | Up to 18 months paid if terminated without cause (as applicable) |
Potential payments upon termination (as of 12/31/2024 hypothetical):
| Scenario | Severance | Incentive true-up | COBRA | Equity acceleration | Total |
|---|---|---|---|---|---|
| Without cause | $928,885 | $(22,369) | $41,368 | — | $947,884 |
| Death/Disability | — | — | — | $895,900 | $895,900 |
| Qualifying termination post‑change in control | — | — | — | $895,900 | $895,900 |
Director Compensation (policy and 2024 treatment)
| Component | Policy/Practice | Brent Moody (2024) |
|---|---|---|
| Cash retainer (non-employee directors) | $100,000 annual; committee and chair retainers per policy; lead independent director $50,000; no meeting fees | Not applicable in 2024 (employee-director received no Board fees) |
| Equity (non-employee directors) | Annual RSUs of $150,000 at AGM; vests in 1 year; accelerates on change of control or non-reelection | Not applicable in 2024 (employee); eligible beginning 2025 (estimated 7,696 RSUs) |
Governance Assessment
- Independence and board effectiveness:
- Not independent under NYSE due to recent employment (Senior Advisor through 12/31/2024); not listed among independent directors . This limits committee eligibility and may affect perceived board independence.
- No committee assignments currently (reduces direct oversight touchpoints) .
- Alignment and incentives:
- Significant at‑risk pay in 2024 tied to consolidated Adjusted EBITDA (formulaic percentage), with payout despite the business underperforming initial budget ($178.8M actual vs $371.4M budget) .
- All outstanding RSUs accelerated at year-end 2024 (42,500 shares; $895,900), enhancing realized pay in a weak performance year .
- Potential conflicts:
- Identified as a Continuing Equity Owner under the pre-IPO structure; CWH’s TRA pays 85% of realized tax benefits to Continuing Equity Owners and Crestview (aggregate obligation $150.4M as of 12/31/2024), creating potential perceived conflict between cash outflows under the TRA and shareholder interests (individual allocations not disclosed) .
- Perquisites:
- Company-provided car and tax gross-up ($20,734) in 2024—shareholder-unfriendly practice compared with prevailing governance norms .
- Structural risks:
- Controlled company status and voting agreement centralize control over director elections and key corporate actions with ML-related parties and Crestview, potentially constraining minority shareholder influence .
RED FLAGS: Not independent (recent executive), TRA beneficiary class ties, end‑of‑year RSU acceleration amid low Adjusted EBITDA, tax gross‑ups on perquisites, and controlled-company governance structure .