Thomas Kirn
Camping World HoldingsAbout Thomas Kirn
Thomas E. Kirn is Chief Financial Officer and principal financial officer of Camping World Holdings, Inc. (CWH) effective July 1, 2024; he continues to serve as principal accounting officer. He previously served as Chief Accounting Officer since September 2020, joined CWH in September 2019 as CFO of FreedomRoads, LLC, and held roles at Ernst & Young LLP from 2009–2019. He is age 38 and holds B.A. degrees in Accounting and Hispanic Studies from Illinois Wesleyan University . Company performance context during his tenure: EBITDA was $178.843 million in 2024 vs $286.213 million in 2023; net income was $(78.880) million in 2024 vs $52.929 million in 2023; cumulative TSR measured in the “Pay Versus Performance” table was 189.48 in 2024 and 230.89 in 2023 (peer group TSR 217.64 and 163.48, respectively) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young LLP | Various roles | 2009–2019 | Big Four training; preparer for SEC-quality reporting as evidenced by later SEC certifications |
| FreedomRoads, LLC (CWH subsidiary) | Chief Financial Officer | 2019–2020 | Finance leadership at a core operating subsidiary |
| Camping World Holdings, Inc. | Chief Accounting Officer | Sep 2020–Jun 2024 | Principal accounting officer responsibilities |
| Camping World Holdings, Inc. | Chief Financial Officer & Principal Financial Officer | Jul 2024–present | Oversees corporate finance; continues as principal accounting officer |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in CWH proxy filings | — | — | — |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $350,000 | $400,000 (increased effective July 1, 2024) |
| Target Bonus (%) | — | 200% of base salary |
| Target Bonus ($) | $525,000 | $800,000 (target as of 12/31/2024) |
| Actual Bonus Paid ($) | $525,000 | $662,500 (100% of prorated target) |
| Stock Awards – Grant Date Fair Value ($) | $440,656 | $1,738,640 |
| All Other Compensation ($) | — | — |
Performance Compensation
Annual Incentive (Cash)
| Metric | Weighting | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Company-determined performance objectives (not specifically disclosed for CFO) | Not disclosed | $800,000 (as of 12/31/2024) | $662,500 (equal to 100% of prorated target for 2024) | Interim advances reconciled to actual earned after year end | Cash; paid after year-end review |
Long-Term Incentive (Equity)
| Award Type | Grant Date | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| RSUs (time-based) | Jul 1, 2024 (accounting grant date Jun 11, 2024) | 100,000 | Five equal annual installments; DEF 14A footnote indicates anniversaries of Aug 15, 2024; the June 2024 8-K initially stated first vest Aug 15, 2025 | Grant date fair value $1,738,640 |
| RSUs (time-based) | Jul 6, 2023 | 20,000 | One-fifth on first five anniversaries of Aug 15, 2023 | — |
| RSUs (time-based) | Dec 2, 2021 | 8,000 | One-fifth on first five anniversaries of Nov 15, 2021 | — |
| RSUs (time-based) | Jun 17, 2021 | 2,000 | One-fifth on first five anniversaries of Aug 15, 2021 | — |
| RSUs (time-based) | Jul 24, 2020 | 6,000 | One-fifth on first five anniversaries of Aug 15, 2020 | — |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Class A Outstanding |
|---|---|---|
| Thomas E. Kirn | 33,463 | * (less than 1%) |
Outstanding RSUs (Unvested at 12/31/2024)
| Grant | Units Unvested | Market Value at 12/31/2024 ($21.08) |
|---|---|---|
| Jul 24, 2020 | 6,000 | $126,480 |
| Jun 17, 2021 | 2,000 | $42,160 |
| Dec 2, 2021 | 8,000 | $168,640 |
| Jul 6, 2023 | 16,000 | $337,280 |
| Jul 1, 2024 | 100,000 | $2,108,000 |
- Shares acquired on vesting in 2024: 15,000; value realized $327,920 .
- Stock ownership guidelines: 3× base salary for NEOs (excluding Mr. Lemonis’s separate requirement); expected to be met within five years of becoming subject to policy .
- Anti-hedging/pledging: Company policy prohibits hedging transactions, short sales, and pledges for all employees and directors .
Employment Terms
- Agreement: Amended employment agreement effective July 1, 2024; term through June 30, 2028 .
- Role: CFO of CWH and CWGS, LLC; principal financial officer; continues as principal accounting officer .
- Base Salary: $400,000 .
- Target Annual Bonus: 200% of base salary (target amount $800,000 as of 12/31/2024) .
- RSU Grant: 100,000 RSUs granted with five equal annual installments; DEF 14A footnote indicates anniversaries of Aug 15, 2024; the June 2024 8-K initially noted commencement Aug 15, 2025 .
- Severance: Upon termination without cause or due to material default (uncured beyond 10 days), entitled to (i) prior year bonus if unpaid and the amount payable as if employment had not terminated, (ii) prorated target bonus for year of termination paid within 90 days, (iii) immediate acceleration and vesting of outstanding RSUs, (iv) COBRA benefits for 18 months, and (v) one year of base salary plus target annual bonus, paid over one year .
- Death/Disability: Prorated target bonus payable within 90 days; immediate acceleration and vesting of outstanding RSUs .
- Change-in-control/Material Default: Definition of “material default” expanded to include certain actions/failures by an acquiring company in connection with a Change in Control under the 2016 Plan ; prior proxy also provided acceleration of RSUs if terminated without cause within 12 months following a change in control .
- Clawback: Policy adopted Oct 2, 2023, compliant with SEC/NYSE; in connection with a correction to prior financials, the company determined no recovery was required for last three fiscal years .
- Pensions/Deferred Comp: No defined benefit or SERP; executives participate in the 401(k) plan; no discretionary matching for NEOs .
Performance & Track Record (Company Context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| EBITDA ($) | 564,989,000 | 942,126,000 | 653,390,000 | 286,213,000 | 178,843,000 |
| Net Income ($) | 349,109,000 | 645,497,000 | 337,832,000 | 52,929,000 | (78,880,000) |
| Cumulative TSR (Company) | 145.48 | 306.20 | 184.85 | 230.89 | 189.48 |
| Cumulative TSR (Peer Group) | 145.48 | 172.56 | 112.44 | 163.48 | 217.64 |
Investment Implications
- Alignment and retention: Kirn’s mix shifted to higher variable pay (200% target bonus) and substantial time-based RSUs (100,000), creating strong retention through five-year vesting and severance protections that include full RSU acceleration on qualifying termination. Anti-hedging/pledging policies and ownership guidelines mitigate misalignment risk .
- Vesting and potential selling pressure: Notable RSU vest tranches each August 15 across multiple grants, including the large 2024 grant; watch for Form 4 filings around those dates for sell-to-cover transactions. In 2024, 15,000 shares vested for Kirn, underscoring near-term supply considerations around recurring vest dates .
- Change-in-control economics: Expanded “material default” tied to acquirers and RSU acceleration on termination increase Kirn’s downside protection; severance equals one year salary plus target bonus, plus COBRA for 18 months. This reduces departure risk but can raise perceived takeover costs for CWH .
- Pay-for-performance clarity: Annual bonus metrics for Kirn are not itemized in proxies, limiting transparency of pay-performance linkage versus peers using explicit EBITDA/TSR scorecards; however, company-level EBITDA and TSR trends provide context for incentive outcomes .
- Governance safeguards: A compliant clawback policy and prohibition on pledging/hedging lower governance red flags; no options outstanding for Kirn, and perquisites/tax gross-ups are not shown for him in 2023–2024 .