Matthew Wagner
Camping World HoldingsAbout Matthew Wagner
Matthew D. Wagner (age 39) is President of Camping World Holdings (since July 1, 2024). He previously served as COO (Jan 2023–Jun 2024), EVP (Aug 2019–Dec 2022), SVP Sales/Marketing/Corp Dev (Dec 2018–Aug 2019), and VP Inventory Operations for FreedomRoads (May 2016–Dec 2018). He joined the Company in 2007 as an inventory analyst and holds a B.S. in Finance and Operations & Supply Chain from Marquette University . In 2024, CWH revenue was $6.1B (down 2.0% YoY), net loss was $(78.9)M, and Adjusted EBITDA was $178.8M (down 37.5% YoY). NEO incentive plans, including Wagner’s, referenced consolidated Adjusted EBITDA as the primary operating metric .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Camping World Holdings, Inc. | President | Jul 2024–present | Promotion to President from COO, reflecting expanded leadership scope . |
| Camping World Holdings, Inc. | Chief Operating Officer | Jan 2023–Jun 2024 | Senior operating leadership role prior to elevation to President . |
| Camping World Holdings, Inc. | Executive Vice President | Aug 2019–Dec 2022 | Executive leadership progression . |
| Camping World Holdings, Inc. | SVP, Sales, Marketing, and Corporate Development | Dec 2018–Aug 2019 | Commercial leadership responsibilities . |
| FreedomRoads (CWH subsidiary) | VP, Inventory Operations | May 2016–Dec 2018 | Inventory operations leadership . |
| Camping World Holdings, Inc. | Inventory Analyst | 2007–2016 | Early career entry at CWH . |
External Roles
- No public company external directorships or outside roles disclosed for Wagner in the 2025 proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 300,000 | 300,000 |
| Target Bonus Structure | 0.15% of consolidated Adjusted EBITDA + $500,000 target objectives (pre-Jul 1, 2024) | 0.175% of consolidated Adjusted EBITDA + $500,000 target objectives (from Jul 1, 2024) |
| Perquisites/Gross-ups ($) | 29,819 | 57,587 |
Notes: For 2024, Wagner’s incentive structure comprised two components: an EBITDA formula and a $500k target based on company-set objectives .
Performance Compensation
| Component | Metric | Target | Actual Payout (2024) | Vesting/Timing |
|---|---|---|---|---|
| Annual Incentive – EBITDA formula | Consolidated Adjusted EBITDA | 0.15% (H1 2024), 0.175% (H2 2024) of actual EBITDA | 284,520 (sum of $244,583 draws + $39,936 true-up) | Paid draws through year; true-up in Mar 2025 |
| Annual Incentive – Objectives | Company performance objectives | $500,000 target | 500,000 (100% of target) | Paid Mar 2025 |
Company performance context for incentive plan calibration: 2024 consolidated Adjusted EBITDA was $178.8M vs a budget target of $371.4M used for planning (but Wagner’s formula paid on actuals per his agreement) .
Equity Awards (structure, vesting, fair value)
| Grant Date | Type | Shares Granted | Grant-date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Jul 1, 2024 (accounting grant date Jun 10, 2024) | RSU | 100,000 | 1,758,860 | 1/5 annually each Aug 15, 2024–2028, subject to service |
| Jan 12, 2023 | RSU | 60,000 | — | 1/5 annually each Feb 15, 2023–2027, subject to service |
| Oct 25, 2021 | RSU | 20,000 | — | 1/5 annually each Nov 15, 2021–2025, subject to service |
| Jul 24, 2020 | RSU | 15,000 | — | 1/5 annually each Aug 15, 2020–2024, subject to service (unvested balance per proxy table) |
| Oct 6, 2016 | Stock Options | 2,250 (exercisable) | — | Strike $22.00; expires Oct 6, 2026 |
Additional equity details:
- 2024 stock vested: 40,000 shares (value realized $953,850) .
- Options were out-of-the-money at 12/31/24 close ($21.08 vs $22.00 strike) (price per share from table footnote ).
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Class A) | 122,890 shares |
| Options (Exercisable) | 2,250 options @ $22.00 exp. 10/06/26 |
| Unvested RSUs (12/31/24) | 195,000 total (15,000 2020; 20,000 2021; 60,000 2023; 100,000 2024) |
| Ownership % of Class A | Approx. 0.20% of 62,568,699 outstanding Class A shares (122,890/62,568,699), based on reported balances |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors/officers/employees . No pledging by Wagner is disclosed . |
| Stock Ownership Guidelines | NEOs (other than CEO) encouraged to hold ≥3x base salary; expected to meet within 5 years of becoming subject to policy . |
Insider selling pressure considerations:
- Annual RSU vesting tranches through 2028 (across 2020/2021/2023/2024 grants) could create periodic liquidity; vesting schedules are time-based (no performance lock-ups) .
Employment Terms
| Term | Wagner (President) |
|---|---|
| Agreement | Amended employment agreement effective Jul 1, 2024; term to Dec 31, 2028 with automatic one-year renewals unless either party gives ≥90 days’ notice . |
| Base Salary | $300,000 . |
| Incentive Plan | (i) 0.175% of consolidated Adjusted EBITDA; (ii) $500,000 target annual bonus based on performance objectives . |
| Non-Compete | 12 months post-termination, across the continental U.S.; inapplicable if Wagner resigns due to uncured company material default (10-day cure) . |
| Non-Solicit | 12 months (employees/consultants) . |
| Severance (without cause or material default by Company) | One year base salary + target $500k bonus + formula incentive (pro-rated on actual EBITDA), 18 months COBRA, and immediate vesting of outstanding RSUs; paid over one year . |
| Death/Disability | Prior-year bonus (if unpaid) + pro-rated target bonus + pro-rated EBITDA incentive; immediate RSU vesting . |
| Change in Control (CIC) | If awards are continued/assumed and Wagner is terminated without cause or for material default within 12 months post-CIC: full vesting of continued/assumed awards (Plan’s double-trigger) . |
| Illustrative Severance Values (12/31/24 disclosure) | Severance $1,100,220; Incentive payout $529,410; COBRA $41,146; Equity acceleration $4,110,600; Totals as shown in PUPT table . |
Clawback and compliance:
- Company-adopted clawback policy (Oct 2, 2023) applies to incentive-based comp; 2024 restatement-related review required no recovery .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total comp of $2.90M comprised of $300k salary, $784.5k non-equity incentives, and $1.76M RSUs (grant-date FV) plus $57.6k perqs. Equity grant value increased vs 2023 ($1.76M vs $1.41M), while non-equity incentive decreased ($0.78M vs $0.93M) consistent with weaker 2024 EBITDA .
- Risk calibration: Annual bonus has a formulaic EBITDA component and a discretionary objectives component; RSUs are time-based over five years (reduced performance risk, higher retention emphasis) .
- Governance: No repricing without shareholder approval; all awards subject to clawback; anti-hedging/pledging policy in place .
Say-on-Pay & Peer Group (context)
- 2024 say‑on‑pay support: ~99.3% “For” at the 2024 annual meeting .
- Compensation peer group includes vehicle retail and outdoor/lifestyle names (e.g., Lithia, Polaris, Thor, Winnebago, Tractor Supply) used for benchmarking (updated in 2023 and 2024) .
Investment Implications
- Alignment: Wagner’s at-risk pay (EBITDA-linked cash and multi-year RSUs) ties compensation to operating performance and stock value, with meaningful unvested RSUs promoting retention through 2028 .
- Overhang/supply: Time-based RSU vesting each year creates predictable insider share issuance; in 2024, RSU vesting across the NEO group and plan overhang are disclosed (2024 end-of-year overhang ~13.6%)—monitor vest dates for potential liquidity events .
- Protection vs. cost: Severance and double-trigger CIC acceleration provide retention protection, but equity acceleration can concentrate value realization upon termination/CIC (potentially dilutive). The illustrative severance/value acceleration for Wagner underscores this ($4.11M equity acceleration at 12/31/24) .
- Governance risk mitigants: Robust clawback policy, anti-hedging/pledging, and no-repricing provisions reduce compensation-related risk; high say‑on‑pay support indicates broad shareholder acceptance of pay design despite 2024 performance pressure .