Mary George
Camping World HoldingsAbout Mary J. George
Independent director at Camping World Holdings, Inc. since January 2017 and currently the Board’s lead independent director. Age 74, with an MBA from the Xavier School of Management and a BA from University College in Kerala. Her background spans CEO/COO roles and brand-building in consumer products, and she is affirmed independent under NYSE rules. As lead independent director, she helps set agendas, presides over executive sessions, and facilitates communication between independent directors and management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Easton Hockey Holdings Inc. | Chief Executive Officer; Director | Aug 2014–Dec 2016 | Led private manufacturer; operating leadership experience |
| Bell Automotive Products, Inc. | Co-Chairman; Vice Chairman | 2002–2015 (Co-Chairman 2002–2009; Vice Chairman 2009–2015) | Oversight in consumer accessories; governance experience |
| Bell Sports Inc. | Chief Operating Officer; Chief Executive Officer; Chairman | 1995–2004 (COO 1995–1998; CEO 1998–2000; Chairman 2000–2004) | Turnaround/brand development at a formerly public company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ASP Conair Holdings LP | Director | Since Jan 2022 | Private owner of Conair (small appliances, personal care) |
| Hyduro, Inc. | Director | Since Mar 2022 | Private, connected hydration technology |
| Morningstar Capital Investments, LLC | Founding Partner | Since 2001 | Investment firm; long-term investor perspective |
| Ju-Ju-Be | Executive Chairman | Jan 2018–Sep 2022 | Retail of premium baby products |
| BRG Sports Inc. | Director | Since 2013 | Sports equipment; director experience |
| 3 Day Blinds Inc. | Director | 2007–2015 | Private company board service |
| Oreck Corporation | Director | 2008–2012 | Consumer products board service |
| Image Entertainment, Inc. | Director | 2010–2012 | Formerly public distributor |
| Oakley, Inc. | Director | 2004–2007 | Public sports/lifestyle brand; public board experience |
Board Governance
- Committee assignments: Served as Chair of the Compensation Committee in 2024; remains a member, with chair role rotating to Andris Baltins after the 2025 Annual Meeting. Current committee matrix shows George on Compensation and lead independent role; Audit is chaired by Malone; Nominating/Governance chaired by Baltins transitioning to Schickli after the meeting .
- Lead Independent Director responsibilities: approves meeting schedules/agendas with the Chair/CEO; presides over executive sessions; ensures adequate discussion time; advises on Board information needs; debriefs decisions; facilitates independent director discussions; presides if Chair absent; leads CEO annual evaluation among independents .
- Independence and attendance: The Board affirmed her independence under NYSE rules; all incumbent directors (including George) attended at least 75% of Board and committee meetings in FY2024; independent directors meet in regular executive sessions .
- Controlled company and voting dynamics: CWH is a “controlled company” under NYSE due to voting power held by ML-related parties and Crestview, and may rely on governance exemptions. A Voting Agreement allows ML-related parties and Crestview to control director elections and requires ML-related party approval for major corporate actions above set thresholds, a structural governance consideration for investors .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard director retainer per policy |
| Committee fees (George) | $26,490 | Based on service/chair rates (Audit member $17,500; Comp $12,500; Nom/Gov $7,500; Committee chair adders: Audit $30,000; Comp $20,000; Nom/Gov $15,000) |
| Lead Independent Director cash retainer (George) | $31,456 | Policy specifies $50,000 annually (pro rata applied) |
| Total cash fees (George) | $157,946 | Sum of retainers and committee fees |
| Equity (RSUs grant date fair value) | $149,984 | Annual RSU grant targeted at $150,000 |
| Total director compensation (George) | $307,930 | Cash + equity |
- Policy notes: Annual RSU grant for non-employee directors targeted at $150,000; vests fully one year from grant, with acceleration upon change in control or if not re-elected; optional deferral elections available; director award cap $500,000/year; all awards subject to clawback policy .
Performance Compensation
| RSU Grant Detail (FY2024) | Value |
|---|---|
| Grant date | May 14, 2024 |
| RSUs granted | 6,913 |
| Grant date fair value per share | $21.70 |
| Vesting terms | 100% on one-year anniversary; accelerates on change of control or if not re-elected |
| Clawback | All awards subject to company clawback policy |
| Director award limit | $500,000 cap on combined cash+equity grants/year |
- Directors are not subject to performance-based metrics; compensation is a mix of fixed cash retainers and time-based RSUs aligned to service and shareholder value creation .
Other Directorships & Interlocks
| Company | Type | Status | Notes |
|---|---|---|---|
| Oakley, Inc. | Public (historical) | Former Director (2004–2007) | Public company governance experience |
| Image Entertainment, Inc. | Public (historical) | Former Director (2010–2012) | Formerly public; industry exposure |
| ASP Conair Holdings LP | Private | Current Director | Consumer/personal care |
| Hyduro, Inc. | Private | Current Director | Connected hydration tech |
| BRG Sports Inc. | Private | Director since 2013 | Sports equipment |
| 3 Day Blinds; Oreck; Easton Hockey; Ju-Ju-Be | Private | Prior roles | Multiple private boards/executive roles |
- Compensation Committee interlocks: In 2024, members were Cassidy, George, Schickli; no relationships requiring disclosure beyond those identified; none were employees .
Expertise & Qualifications
- Consumer products branding, sales, and general management expertise from Bell Sports, Bell Automotive, Easton Hockey; seasoned operator and strategist .
- Public board experience at Oakley and Image Entertainment; broad private board exposure in retail/consumer sectors .
- As lead independent director, demonstrated governance leadership and oversight responsibilities enumerated by the Board’s guidelines .
Equity Ownership
| Metric | Value |
|---|---|
| Shares of Class A beneficially owned (Mary J. George) | 49,272; less than 1% of Class A |
| Unvested director RSUs outstanding at 12/31/2024 | 6,913 |
| Director stock ownership guideline | Encouraged to hold ≥5× annual base retainer; compliance status not disclosed |
| Anti-hedging/pledging | Directors prohibited from hedging and pledging company stock under insider trading policy |
Governance Assessment
- Alignment: Balanced pay mix in 2024 (cash $157,946; equity $149,984) and one-year RSU vesting, with clawback coverage and anti-hedging/pledging policy, supports investor alignment and accountability .
- Effectiveness: Lead independent role and active committee service (Compensation Chair in 2024, continuing as member) indicate engagement; Board reported ≥75% attendance across all incumbents; independent executive sessions occur regularly .
- Independence: Board affirmed George’s independence; however, CWH’s “controlled company” status and Voting Agreement centralize significant governance influence with ML-related parties and Crestview—an investor consideration for board autonomy and potential conflicts at the company level (not specific to George) .
- Ownership: George holds 49,272 Class A shares and 6,913 unvested RSUs; director ownership guidelines exist but compliance for individual directors is not disclosed—monitor for adherence to the 5× retainer guideline over time .
- Signals: 2024 say-on-pay approval was ~99.3%, indicating broad shareholder support for compensation practices; continued oversight of executive pay and plan amendments remains under Compensation Committee purview .
RED FLAGS and watch items: Controlled company exemptions could reduce independent oversight rigor; Voting Agreement control over director elections and major actions; ML-related pledging of equity (by ML Acquisition/CWGS Holding) approved under related party policy—systemic concentration risk rather than a George-specific conflict. No related party transactions or Section 16(a) reporting issues disclosed for George individually .