Marcus Lemonis
Camping World HoldingsAbout Marcus Lemonis
Marcus A. Lemonis, age 51, is Chairman and CEO of Camping World Holdings and has served on the board since March 2016; he holds a B.A. from Marquette University and leads operations across Camping World, Good Sam, CWGS LLC, and FreedomRoads . Company performance under his tenure shows revenue grew from $5.4B in 2020 to $6.1B in 2024 (down 2.0% YoY in 2024), net income fell to a loss of $(78.9)M in 2024, and Adjusted EBITDA declined to $178.8M (−37.5% YoY) . Pay-versus-performance TSR indicates volatility: the value of a $100 investment moved from 190.21 in 2020 to 189.48 in 2024, peaking at 306.20 in 2021 .
Company performance snapshot
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Revenue ($USD Billions) | $5.4 | — | — | — | $6.1 |
| Net Income ($USD Millions) | $349.1 | $645.5 | $337.8 | $52.9 | $(78.9) |
| Adjusted EBITDA ($USD Millions) | $565.0 | $942.1 | $653.4 | $286.2 | $178.8 |
| TSR – Value of $100 | 190.21 | 306.20 | 184.85 | 230.89 | 189.48 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Camping World Holdings, Inc. | Chairman & CEO; Director | 2016–present | Unified leadership of retail, RV, service and membership brands . |
| CWGS, LLC | President & CEO; Director | 2011–present | Core operating entity leadership . |
| Good Sam Enterprises, LLC | CEO; Director | 2011–present | Membership, services, and brand integration . |
| Camping World, Inc. | President & CEO; Director | 2006–present | Retail footprint expansion and operational execution . |
| FreedomRoads, LLC | President & CEO; Director | 2003–present | Dealer network consolidation and sales processes . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Beyond, Inc. (public) | Director (Oct 2023–present); Executive Chair (Dec 2023–present); Principal Executive Officer (Mar 2025–present) | 2023–present | Governance and executive leadership in e-commerce . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | — | — | — |
| Bonus ($) | — | — | — |
| All Other Compensation ($) | 11,192 | 11,241 | 13,414 |
- 2025 employment agreement (effective Jan 1, 2025): base salary $1,500,000; annual incentive target 150% of salary (max 200%) .
Performance Compensation
| Award Type | Quantity | Grant Date | Vesting | Performance Metric | Notes |
|---|---|---|---|---|---|
| RSUs | 600,000 | Jan 26, 2025 | 1/3 each on Nov 15, 2025, 2026, 2027; service-based | — | Under 2016 Plan . |
| PSUs (Target) | 750,000 | Jan 26, 2025 | 3-year performance period | Stock price hurdles | PSU vesting tied to stock price targets; award under 2016 Plan . |
- 2024 cash bonus: not eligible; no bonus paid .
- Company-wide performance metrics used in NEO programs emphasize Adjusted EBITDA for certain executives; PSU metrics for Mr. Lemonis are stock price hurdles (no weighting disclosed) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 32,739,968 shares; 34.4% of Class A . |
| Class B ownership | 32,584,700 Class B shares; votes equal to 47% of total eligible votes at meeting (via ML Acquisition) . |
| Class C | 1 share held by ML RV Group; votes equal to 5% of total eligible votes at meeting . |
| Combined voting power | 52.1% (Class A, B, C voting as single class) . |
| Outstanding equity awards under Plan | RSUs: 600,000; PSUs (target): 750,000; prior stock bonus 510,986 shares (Dec 2021) . |
| Stock ownership guideline | CEO required to hold ≥$5,000,000; policy in place . |
| Hedging/pledging policy | Insider policy prohibits hedging and pledging; Board-approved pledge exists . |
| Pledged shares | 1,800,000 common units and equal Class B shares pledged as collateral under ML Acquisition Credit Agreement (approved by Audit Committee) . |
Vesting schedule insight
- Pending RSU vest dates: November 15, 2025/2026/2027; creates periodic supply as shares deliver, subject to tax withholding practices .
Employment Terms
| Term | Provision |
|---|---|
| Agreement dates | Term from Jan 1, 2025 to Jan 1, 2028; auto-renewal . |
| Base salary | $1,500,000 annually . |
| Annual bonus | Target 150% of base; max 200% . |
| Severance (qualifying termination) | Annual bonus for prior year (if unpaid), prorated target bonus for year of termination; one-year payout equal to base salary + target bonus; 18 months COBRA; time-based equity acceleration if he does not continue on the Board; performance award vesting per award terms . |
| Restrictive covenants | 12-month non-compete; non-solicitation of customers and former employees; confidentiality; non-disparagement . |
Change-in-control mechanics
- Plan-level: if awards are not assumed or are terminated within 12 months post-CIC without cause, vesting may accelerate; alternative treatments include cash-out or substitution, subject to Administrator discretion .
Board Governance
- Role: Combined Chairman & CEO; board determined combined roles appropriate; lead independent director (Mary J. George) empowered with agenda, executive sessions, and CEO evaluation duties .
- Independence: Lemonis is not independent; company qualifies as a “controlled company” under NYSE rules due to combined voting power of ML-related parties and Crestview; may rely on governance exemptions (e.g., majority independent board not required) .
- Voting Agreement: ML Acquisition/ML RV Group and Crestview designate directors and control key corporate actions above certain thresholds; ML-related parties hold approval rights for change of control, large transactions, issuance, bylaw changes, board size while ownership thresholds persist .
- Committee service: Lemonis is not listed on Audit, Compensation, or Nominating & Governance committees .
- Attendance: Board held 13 meetings in FY2024; each incumbent director attended ≥75%; seven directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet regularly in executive session .
Director Compensation
- No additional compensation for board service when serving as executive; Lemonis receives none for board duties .
Compensation Peer Group (Benchmarking)
- Peer group used by Compensation Committee and Meridian includes RV/auto retailers and consumer discretionary leaders: e.g., Thor Industries, Winnebago, Polaris, Lithia, O’Reilly, AutoZone, Tractor Supply, LCI Industries, MarineMax, Group 1, Asbury, DICK’S, etc. Selection based on industry overlap, revenue scale, market capitalization .
- Meridian retained as independent advisor; conflicts evaluated; none found .
Say‑on‑Pay & Shareholder Feedback
| Item | Detail |
|---|---|
| Say‑on‑pay frequency | Annual . |
| 2024 say‑on‑pay approval | ~99.3% “for” among shares present and entitled to vote . |
Related Party Transactions
- Former Lincolnshire HQ lease was personally guaranteed by Marcus Lemonis; lease expired March 2024; 2024 payments were ~$0.2M .
- Tax Receivable Agreement (TRA): 85% of realized tax benefits owed to Continuing Equity Owners/Crestview; TRA balance $150.4M as of Dec 31, 2024; no payment expected in 2025 given anticipated cash tax position .
- Pledge of Company securities: CWGS Holding pledged 1,800,000 common units and equal Class B shares under ML Acquisition Credit Agreement; approved by Audit Committee .
Risk Indicators & Red Flags
- Pledging: Insider policy prohibits pledging, but a Board-approved pledge is outstanding (1.8M common units and Class B shares); this can create financing-related selling risk if collateral coverage tightens .
- Controlled company: Concentrated voting power and Voting Agreement rights may limit minority shareholder influence and heighten governance risk perceptions .
- Performance sensitivity: EBITDA and net income compressed materially in 2024; PSU metrics tied to stock price create incentive alignment but can emphasize near-term price performance .
- Clawback policy: Adopted Oct 2, 2023 for restatements; correction analysis required no recovery; policy reduces misconduct risk but does not eliminate it .
Investment Implications
- Alignment: Lemonis’ very large ownership (34.4% of Class A; 52.1% combined voting power) and multi-year RSU/PSU package materially align interests with equity holders; ownership guidelines are significantly exceeded .
- Governance: Dual role (Chairman/CEO) within a controlled company structure is mitigated by a lead independent director and functioning independent committees, but investor influence is structurally constrained by Voting Agreement provisions .
- Incentives: 2025 transition to cash compensation (salary + target bonus) and stock-based awards (RSUs/PSUs) balances retention and performance levers; PSU stock-price hurdles create explicit market-aligned incentives over three years .
- Risk watch‑items: The outstanding pledge and upcoming RSU deliveries (Nov 15, 2025/2026/2027) can introduce episodic selling or withholding-related supply; monitoring Form 4 activity and collateral arrangements is prudent .