Michael Malone
Camping World HoldingsAbout Michael W. Malone
Michael W. Malone, age 66, has served on Camping World Holdings, Inc.’s Board since May 2019. He is a former Vice President, Finance and Chief Financial Officer of Polaris Industries Inc. (1997–2015) and previously served as Corporate Secretary and Treasurer in earlier roles. He holds a B.S. in accounting and business administration from St. John’s University (Collegeville, MN). The Board has affirmatively determined that he is independent under NYSE rules and qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Polaris Industries Inc. | VP Finance & CFO; Corporate Secretary; Treasurer | 1993–2016 (CFO 1997–2015; retired Mar 2016) | Led finance at a public OEM; deep operating and capital markets experience |
| Stevens Equipment Supply LLC (private) | Director | May 2011–Oct 2020 | Board oversight of distribution business |
| Don Stevens, LLC (private) | Director | Since May 2021 | Board service at private company |
| Various non-profits | Director | Not specified | Community and governance engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Armstrong Flooring, Inc. (formerly public) | Director | Since Oct 2016 | Audit Committee Chair; Finance; Nominating & Governance committees |
Board Governance
- Committees (current): Audit Committee Chair; member, Nominating & Corporate Governance Committee
- Committee changes post-Annual Meeting: Nominating & Corporate Governance Committee membership to include Malone; Chair to transition to K. Dillon Schickli
- Independence: Board determined Malone is independent under NYSE rules; also designated as an audit committee financial expert
- Attendance: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; Audit Committee met 4x, Nominating & Corporate Governance met 6x
- Years of service on CWH board: Since 2019
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | 100,000 | 32,864 | 132,864 |
Notes:
- Non-employee director cash policy: annual $100,000; committee member fees $7,500 (Nominating), $12,500 (Compensation), $17,500 (Audit); committee chair fees $15,000 (Nominating), $20,000 (Compensation), $30,000 (Audit); Lead Independent Director +$50,000 .
Performance Compensation
| Grant Date | RSUs (#) | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|
| May 14, 2024 | 6,913 | 149,984 | 1-year cliff; fully vests on 1-year anniversary; accelerates on change in control or if not re-elected | Annual non-employee director grant per policy |
| May 15, 2025 (expected) | 7,696 | 150,000 | 1-year cliff per policy | Scheduled at Annual Meeting |
Performance metrics for director equity: Director RSUs are time-based; all awards are subject to the company’s clawback policy adopted Oct 2, 2023 .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Armstrong Flooring, Inc. (formerly public) | Building products | Director; Audit Chair; Finance; Nom/Gov | No reported related-party transactions with CWH; low conflict risk |
| Don Stevens, LLC (private) | Private | Director | No CWH-related transactions disclosed |
| Stevens Equipment Supply LLC (private) | Private | Former Director | No CWH-related transactions disclosed |
Expertise & Qualifications
- Financial leadership: Former public company CFO at Polaris; significant experience in finance, operations, and the outdoor lifestyle industry .
- Audit committee credentialing: Identified by the Board as an audit committee financial expert; currently chairs CWH’s Audit Committee .
- Education: B.S. in accounting and business administration, St. John’s University (MN) .
Equity Ownership
| Holder | Shares Owned (Class A) | Unvested RSUs Vesting ≤60 Days | Ownership % | Notes |
|---|---|---|---|---|
| Michael W. Malone | 36,321 | 6,913 | <1% (“*”) | As of record date Mar 21, 2025; “*” indicates less than 1% |
Additional alignment policies:
- Director stock ownership guideline: 5x annual base retainer; director grants vest annually; acceleration on change of control or if not re-elected .
- Insider trading policy: Prohibits hedging and pledging by directors/officers/employees .
- Section 16 compliance: Company reported compliance with filing requirements for 2024 (no delinquencies) .
Governance Assessment
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Strengths
- Audit Committee Chair with “financial expert” designation; strengthens financial reporting oversight and risk management .
- Clear independence under NYSE rules; no disclosed related-party transactions tied to Malone .
- Engagement: Board and committee cadence (Audit 4x; Nom/Gov 6x), and directors met attendance thresholds in 2024 .
- Ownership alignment via annual RSUs; director equity grants subject to clawback policy .
-
Watch items
- Controlled company status and Voting Agreement centralize voting power with ML-related parties and Crestview, potentially constraining independent board influence; not specific to Malone but relevant to overall board effectiveness .
- Committee leadership transitions post-Annual Meeting; Malone remains on Nom/Gov but chair shifts to Schickli—monitor continuity and governance priorities .
-
Compensation mix signal
- 2024 director pay mix approx. 47% cash ($132,864) and 53% equity ($149,984), consistent with alignment practices for non-employee directors .
-
Shareholder sentiment
- 2024 say-on-pay received ~99.3% support, indicating broad investor approval of compensation programs (context for governance environment) .
Overall, Malone’s deep finance background and audit chair role support board effectiveness in oversight of financial reporting and controls; limited conflict exposure and compliance posture bolster investor confidence, with the broader controlled company structure remaining the principal governance risk to monitor.