Brian Cassidy

About Brian P. Cassidy

Brian P. Cassidy (age 51) has served as an independent Class III director of Camping World Holdings, Inc. since March 2016; his re‑election is up for stockholder vote at the 2025 annual meeting and, if elected, his term will run through the 2028 meeting . He is President and Partner at Crestview, leading its media and communications strategy, with prior roles in private equity at Boston Ventures (including an acting CFO stint) and investment banking at Alex. Brown & Sons; he holds an MBA from Stanford and an AB in Physics from Harvard . The Board has affirmatively determined Cassidy is independent under NYSE rules, noting his Crestview affiliation, which holds approximately 6.1% combined voting power; the Board concluded this relationship does not impair independence .

Past Roles

External Roles

Board Governance

• Committee assignments: Cassidy serves on the Compensation Committee; membership for 2024 was Cassidy, Mary J. George (Chair), and K. Dillon Schickli. After the 2025 annual meeting, the Compensation Committee will be chaired by Andris A. Baltins, with Cassidy and George as members .
• Independence and attendance: The Board determined Cassidy is independent under NYSE rules (despite Crestview’s 6.1% voting power), and each incumbent director attended at least 75% of Board and applicable committee meetings in 2024 (13 Board meetings held) .
• Leadership and executive sessions: Mary J. George serves as Lead Independent Director; independent directors meet in regularly scheduled executive sessions .
• Controlled company and Voting Agreement: CWH is a “controlled company” under NYSE rules; ML Related Parties and Crestview collectively have >50% voting power for director elections. A Voting Agreement grants Crestview the right to designate one director (Cassidy) and ML Related Parties the right to designate multiple directors, with additional veto rights over major corporate actions—implicating board election control and governance risk concentration .

Fixed Compensation

Policy notes: Non‑employee directors receive $100,000 cash retainer; committee member fees are $17,500 (Audit), $12,500 (Compensation), $7,500 (Nominating), with chair premiums of $30,000/$20,000/$15,000 respectively; Lead Independent Director receives $50,000; annual RSU grant of $150,000 vests in one year; no meeting fees; optional deferral elections permitted .

Performance Compensation

• Directors’ equity is time‑based RSUs; there are no performance metrics tied to director equity grants (dividends on performance‑based awards are prohibited until vesting, but director awards are not performance‑based) .

Other Directorships & Interlocks

Expertise & Qualifications

• Private equity leadership (President/Partner at Crestview) with oversight of media/communications investments; extensive experience in acquisitions, debt and equity financings; prior acting CFO experience at a portfolio company .
• Early career investment banking at Alex. Brown & Sons (consumer/business services), providing transactional rigor .
• Education: MBA (Stanford GSB), AB in Physics (Harvard College) .

Equity Ownership

Ownership guidelines: Non‑employee directors are encouraged to hold ≥5× base retainer ($500,000) within five years of initial service; individual compliance status is not disclosed. Anti‑hedging policy prohibits hedging/pledging by directors; no Cassidy pledges are disclosed (a pledge by ML Acquisition of units/Class B shares was approved separately) .

Governance Assessment

• Strengths

  • Independent under NYSE rules; Compensation Committee member with experience in pay governance; committee met 6 times in 2024; Audit Committee and Nominating Committee charters and processes are in place .
  • Attendance and engagement: ≥75% attendance across Board/committees; executive sessions of independent directors; Lead Independent Director structure .
  • Pay structure: Reasonable director cash retainer and time‑based equity; annual RSU grants of $150k with one‑year vest; director award cap at $500k/year; clawback policy applies to awards; anti‑hedging policy in force .
  • Shareholder signals: 2024 say‑on‑pay received ~99.3% approval; annual say‑on‑pay currently held each year (next in 2026) .

• Risks and potential conflicts (highlighting RED FLAGS where applicable)

  • Controlled company and Voting Agreement: Concentrated voting power with ML Related Parties and Crestview, and contractual designation rights for directors and vetoes over major actions—elevates entrenchment risk and reduces traditional minority shareholder protections (RED FLAG: control concentration) .
  • Sponsor linkage: Cassidy’s fees and RSUs are assigned to Crestview, potentially aligning incentives primarily with the sponsor rather than direct personal ownership—though fully disclosed (Governance consideration) .
  • Tax Receivable Agreement obligations of $150.4 million due to Continuing Equity Owners and Crestview may prioritize cash flows to insiders upon realization of tax benefits (structural risk; not director‑specific) .
  • Pledging: A pledge of 1,800,000 units and Class B shares exists at ML Acquisition; no pledges disclosed for Cassidy (risk noted at company level) .

Overall, Cassidy brings deep transactional and sponsor oversight experience beneficial for Compensation Committee effectiveness; governance risks stem from the controlled company structure and sponsor designation/veto rights—not from low attendance or pay anomalies. Director compensation and equity design appear standard and capped, with transparent disclosure of sponsor assignments .