K. Dillon Schickli

About K. Dillon Schickli

Independent director (Class I) of Camping World Holdings, Inc. since March 2016; age 71. Former CEO, co-CEO and CFO of DS Waters; earlier COO of Affinity Group, Inc. (predecessor to Good Sam Enterprises). MBA, University of Chicago; BA, Carleton College (1975). Designated by ML Acquisition under the Voting Agreement; identified by the Board as an Audit Committee “financial expert.”

Past Roles

External Roles

No current public-company directorships disclosed for Mr. Schickli in the 2025 proxy.

Board Governance

• Board class and tenure: Class I director; term expires at 2026 Annual Meeting; served since March 2016.
• Independence: Board determined Schickli independent under NYSE rules; he and Malone are designated Audit Committee “financial experts.”
• Committee assignments (2024): Audit; Compensation. After the 2025 Annual Meeting, he will chair the Nominating & Corporate Governance Committee and remain on Audit; will leave the Compensation Committee.
• Committee activity: Audit met 4 times in 2024; Compensation met 6; Nominating & Corporate Governance met 6; Board met 13 times.
• Attendance: Each incumbent director attended at least 75% of aggregate Board and applicable committee meetings in 2024.
• Lead Independent Director: Mary J. George; independent directors hold regular executive sessions.
• Controlled company & Voting Agreement: CWH is a “controlled company” under NYSE due to ML Related Parties and Crestview voting power. ML Acquisition and ML RV Group, together with Crestview, control director elections under a Voting Agreement; ML Acquisition has deemed Schickli designated for election.

Fixed Compensation

• Committee retainer schedule: Audit member $17,500; Audit chair $30,000; Compensation member $12,500; Compensation chair $20,000; Nominating & Corporate Governance member $7,500; chair $15,000; Lead Independent Director $50,000.

Performance Compensation

• Policy features: Annual RSUs of $150,000 grant-date value for non-employee directors; no meeting fees; director award limit $500,000 (cash + equity) per calendar year; dividends on unvested performance-based awards only payable upon vesting (directors’ annual RSUs are time-based). All awards subject to company clawback policy.

No director performance metrics tied to equity grants; director RSUs are time-based, not tied to revenue/EBITDA/TSR targets.

Other Directorships & Interlocks

• Designation/interlocks: Under the Voting Agreement, ML Acquisition is deemed to have designated Baltins and Schickli; Crestview designates Cassidy; ML RV Group designates Lemonis—together controlling director elections, creating potential alignment/interlock with controlling holders.
• Co-investor relationships: Schickli co-invested with Crestview across DS Waters transactions; Crestview is a significant stockholder and designates a director (Cassidy).

Expertise & Qualifications

• Financial expertise: Board designated Audit Committee “financial expert” (with Malone).
• Operating/finance background: CEO/CFO/COO experience at DS Waters; COO at Affinity Group; capital planning at Pepsi.
• Education: MBA (University of Chicago), BA (Carleton College).
• RV/consumer ecosystem exposure: Long association with CWGS/Good Sam predecessors; deep knowledge of Company operations.

Equity Ownership

• Pledging/hedging: Insider trading policy prohibits hedging; pledge disclosure in proxy shows pledge by ML Acquisition/CWGS Holding (1,800,000 units) but no pledges disclosed for Schickli.
• Director stock ownership guideline: Encouraged to hold ≥5x annual base retainer; annual RSUs are eligible to be deferred.

Governance Assessment

• Strengths

  • Audit Committee financial expert; deep operating and finance background enhances audit oversight.
  • Long-standing familiarity with Company and sector; independent status under NYSE; solid attendance (≥75% threshold).
  • Upcoming chair of Nominating & Corporate Governance improves board process stewardship.

• Watch items / potential conflicts

  • Controlled company with concentrated voting (ML Related Parties 47% via Class B; ML RV Group 5% via Class C), and Voting Agreement that coordinates election outcomes; Schickli deemed designated by ML Acquisition—could constrain independence in practice.
  • Historical co-investment ties with Crestview (a significant holder and board designee), raising potential perception of interlocks—though Board affirmed independence.

• Compensation alignment

  • Director pay is balanced cash/equity; annual RSUs time-based with clawback; director award cap $500,000—no performance metrics (appropriate for directors).

• Shareholder signals

  • 2024 Say-on-Pay passed with ~99.3% support, indicating broad investor approval of compensation practices (contextual governance signal).
  • No delinquent Section 16 filings disclosed for FY2024.

Appendix: Committee Map and Meeting Cadence

• 2024 committees: Audit (Malone—Chair; Lane; Schickli), Compensation (George—Chair; Cassidy; Schickli), Nominating & Corporate Governance (Baltins—Chair; Malone). Post-2025 meeting: Schickli to chair Nominating & Corporate Governance and remain on Audit; Baltins to chair Compensation.
• 2024 meetings: Board (13); Audit (4); Compensation (6); Nominating & Corporate Governance (6).