Kathleen Lane
Camping World HoldingsAbout Kathleen S. Lane
Independent director since March 2024; age 67. Former CIO at TJX Companies (2008–2013) and National Grid (2006–2008), with prior technology leadership at Gillette and Pepsi Cola International, bringing deep retail, IT, and operations experience. Education: MBA (Rensselaer Polytechnic Institute), B.S. (SUNY Albany), A.A. (Yavapai College) .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TJX Companies | Chief Information Officer | Oct 2008–Mar 2013 | Global retail technology leadership |
| National Grid | Chief Information Officer | 2006–2008 | Multi-national utility technology leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hanover Insurance Group, Inc. | Director | Sep 2018–present | Current public board |
| Armstrong Flooring, Inc. | Director | Mar 2016–Dec 2023 | Former public board; interlock with CWH director Michael Malone who served there (Audit Chair) |
| Bob Evans Farms, Inc. | Director | Mar 2014–Jan 2018 | Former public board |
| EarthLink Holdings, LLC | Director | Mar 2013–Feb 2017 | Former public company director |
Board Governance
- Independence: Board determined Lane is independent under NYSE rules .
- Committee assignments: Audit Committee member (Audit Committee: Malone—Chair; Lane; Schickli). Audit met 4 times in FY2024; members meet financial literacy requirements; “audit committee financial expert” status is held by Malone and Schickli (not Lane) .
- Attendance: In FY2024, each incumbent director attended at least 75% of Board and applicable committee meetings; Board held 13 meetings .
- Lead Independent Director: Mary J. George .
- Controlled company: CWH is a “controlled company” under NYSE due to ML-related parties and Crestview having >50% voting power, which may limit certain governance protections (e.g., majority independent board not required) .
Fixed Compensation (Director)
| Component | FY2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $75,000 | Prorated for partial year (started Mar 28, 2024) |
| Committee fees | $13,317 | Audit Committee membership fees |
| Total cash fees | $88,317 | Sum of cash retainers and committee fees |
| Equity (RSUs) – initial grant | 750 RSUs ($27.37 grant-date fair value/share) | Granted Mar 28, 2024 |
| Equity (RSUs) – annual grant | 6,913 RSUs ($21.70 grant-date fair value/share) | Granted May 14, 2024; annual non-employee director grant |
| Total 2024 stock awards | $170,508 | Aggregate grant-date fair value |
| Total FY2024 compensation | $258,825 | Cash + stock awards |
| Policy baseline (cash) | $100,000 annual retainer | Standard policy; prorated for on-boarding |
| Policy baseline (equity) | $150,000 annual RSU grant | Vests one year; fully accelerates if not re-elected/change-in-control |
2025 outlook: Non-employee directors to receive RSUs valued at $150,000 at the 2025 Annual Meeting; estimated 7,696 units at $19.49 reference price in proxy “new plan benefits” disclosure .
Performance Compensation
- Non-employee director pay is time-based (RSUs vest after one year); no operating performance metrics are applied to director awards .
- Company’s Amended 2016 Incentive Award Plan performance metrics (for performance awards generally, not used for director grants):
| Performance Metric Categories (select examples) | Source |
|---|---|
| Net income/Adjusted net income; EBITDA; Operating margin | |
| Revenue growth; Gross/net sales; EPS/Adjusted EPS | |
| Cash flow (operating/free cash flow) | |
| ROA/ROE/Return on capital; TSR | |
| Costs and cost controls; Working capital; Financial ratios | |
| Strategic initiatives; New/existing store performance |
Plan features: No payment of dividends on unvested performance-based awards; clawback applies; no repricing without shareholder approval; director award cap $500,000/year .
Other Directorships & Interlocks
- Interlock: Armstrong Flooring, Inc.—Lane (2016–2023) and CWH director Michael W. Malone (served and chaired Audit). Indicates prior shared board experience and potential information flow across networks .
- Current external public board: Hanover Insurance Group, Inc. .
Expertise & Qualifications
- CIO experience across retail and utilities sectors; substantial IT, cybersecurity, and operations oversight. Audit Committee at CWH explicitly oversees information security and cybersecurity risks, aligning with Lane’s background .
- Education: MBA (RPI), B.S. (SUNY Albany), A.A. (Yavapai College) .
- Board independence and financial literacy (audit committee requirement met; not designated “audit committee financial expert”) .
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| RSUs outstanding (12/31/2024) | 7,663 | 750 (initial) + 6,913 (annual); RSUs vest on one-year anniversary; less than 1% ownership |
| Shares beneficially owned | 7,663 (issuable upon vesting within 60 days) | As disclosed; “* less than one percent” |
| Ownership guidelines | 5× annual base retainer value | Director stock ownership policy; vesting acceleration on change-in-control/not re-elected |
| Hedging/pledging policy | Hedging prohibited; pledging prohibited | Insider Trading Compliance Policy |
Governance Assessment
-
Strengths:
- Independent director with deep technology and retail operations expertise; relevant to Audit Committee’s cybersecurity oversight .
- Clear independence designation; strong attendance expectations met broadly across the Board in FY2024 .
- Director compensation appropriately mixed (cash + time-based equity), aligned with standard market practice; director award cap limits pay inflation .
-
Watch items for investor confidence:
- Controlled company status reduces some NYSE governance requirements (e.g., majority independent board not required); voting agreement centralizes control of director elections—monitor board independence and minority shareholder voice .
- Prior interlock with Michael Malone at Armstrong Flooring—generally benign, but note board network ties when assessing independence of oversight .
- Related-party transactions disclosed at CWH do not involve Lane; continue to monitor for any emerging related-party exposure .
-
Engagement:
- Audit Committee membership and participation (committee met 4 times in FY2024) indicates active oversight; Board held 13 meetings; incumbent directors met ≥75% attendance threshold .
Overall, Lane’s governance profile supports board effectiveness in risk and cybersecurity oversight, with standard director pay structures and ownership alignment, within a controlled-company framework that warrants ongoing monitoring for governance balance .