DEF 14A of Camping World Holdings, Inc.
Filed Apr 3, 2024 · FY20230001558370-24-004664
PROPOSAL 1: Election of Directors
PROPOSAL 1: Election of Directors At the Annual Meeting, three (3) Class II Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2027 and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. We currently have eight (8) directors on our Board. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II Directors. Votes withheld and broker non-votes will have no effect on the outcome of the vote on this proposal. Our Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successor to each director whose term then expires will be elected to serve from the time of election and qualification until the third annual meeting of stockholders following election or such director’s death, resignation or removal, whichever is earliest to occur. The current class structure is as follows: Class II, whose term currently expires at the 2024 Annual Meeting of Stockholders and whose subsequent term will expire at the 2027 Annual Meeting of Stockholders; Class I, whose term will expire at the 2026 Annual Meeting of Stockholders; and Class III whose term will expire at the 2025 Annual Meeting of Stockholders. The current Class I Directors are Mary J. George and K. Dillon Schickli; the current Class II Directors are Andris A. Baltins, Kathleen S. Lane and Brent L. Moody; and the current Class III Directors are Brian P. Cassidy, Marcus A. Lemonis and Michael W. Malone. Under the Voting Agreement (as defined under “Corporate Governance—Voting Agreement”), ML Acquisition has been deemed to have designated Messrs. Baltins and Schickli and ML RV Group has been deemed to have designated Mr. Lemonis, for the applicable elections to our Board. Also under the Voting Agreement, Crestview Advisors L.L.C. (“Crestview”) has been deemed to have designated Mr. Cassidy for election to our Board. As a result of the Voting Agreement and the aggregate voting power of the parties to the agreement, we expect that the parties to the agreement acting in conjunction will control the election of directors at Camping World. For more information, see “Corporate Governance—Voting Agreement”. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented by the proxy for the election as Class II Directors the persons whose names and biographies appear below. All of the persons whose names and biographies appear below are currently serving as our directors. In the event any of the nominees should become unable to serve or for good cause will not serve as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected.
NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING) The nominees for election to the Board as Class II Directors are as follows:
NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
| Name | Age | Served as a Director Since | Positions with Camping World | | Andris A. Baltins | 78 | 2016 | Director | | Kathleen S. Lane | 66 | 2024 | Director | | Brent L. Moody | 62 | 2018 | President and Director |
NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
The principal occupations and business experience, for at least the past five years, of each Class II Director nominee are as follows:
NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
| ANDRIS A. BALTINS | Age 78 |
NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
Andris A. Baltins has served on the Board of Directors of Camping World Holdings, Inc. since March 2016, on the Board of Directors of CWGS, LLC since February 2011 and on the Board of Directors of Good Sam Enterprises, LLC since February 2006. He has been a member of the law firm of Kaplan, Strangis and Kaplan, P.A. since 1979. Mr. Baltins serves as a director of various private and nonprofit corporations, including Adams Outdoor Advertising, Inc. Mr. Baltins previously served as a director of Polaris Industries, Inc. from 1995 until 2011. Mr. Baltins received a J.D. from the University of Minnesota Law School and a B.A. from Yale University. Mr. Baltins’ over 40 year legal career as an advisor to numerous public and private companies and his experience in the areas of complex business transactions, mergers and acquisitions and corporate law make him well qualified to serve on our Board of Directors.
NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
| KATHLEEN S. LANE | Age 66 |
NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
Kathleen S. Lane has served on the Board of Directors of Camping World Holdings, Inc. since March 2024. Ms. Lane served as the Chief Information Officer at TJX Companies, a multinational off-price department store corporation, from 2008 to 2013. She also served as Chief Information Officer at National Grid, a multi-national electricity and gas provider for commercial and residential applications from 2006 to 2008. She has also had a breadth of experience within the consumer products industry, having started her career at The Proctor & Gamble Company. Ms. Lane then served as Chief Information Officer at Gillette and as director, technology services of Pepsi Cola International. She has served on the Board of Directors of Hanover Insurance Group, Inc., an insurance company, since September 2018. Ms. Lane previously served as a director of Bob Evans Farms, Inc., a publicly traded operator of over 500 restaurants and a producer and distributer of food products, from 2014 to 2018, Armstrong Flooring, Inc., a formerly publicly traded leading global producer of flooring products, from 2016 to 2023, and EarthLink Holdings, LLC, a managed network, security and cloud services provider, from 2013 to 2017. Ms. Lane’s experience in retail industries and as a Chief Information Officer provides our Board of Directors with valuable expertise in key focus areas and makes Ms. Lane well qualified to serve on our Board of Directors.
NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
| BRENT L. MOODY | Age 62 |
NOMINEES FOR CLASS II DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
Brent L. Moody has served as President of Camping World Holdings, Inc. and President of CWGS Enterprises, LLC since September 2018 and has served on the Board of Directors of Camping World Holdings, Inc. since May 2018. Mr. Moody previously served as Camping World Holdings, Inc.’s Chief Operating and Legal Officer from March 2016 to September 2018, as the Chief Operating and Legal Officer of CWGS, LLC and its subsidiaries since January 2016, as the Executive Vice President and Chief Administrative and Legal Officer of CWGS, LLC from February 2011 to December 31, 2015, as the Executive Vice President and Chief Administrative and Legal Officer of Good Sam Enterprises, LLC from January 2011 to December 2015, as the Executive Vice President and Chief Administrative and Legal Officer of FreedomRoads, LLC and Camping World, Inc. from 2010 until December 2015, as Executive Vice President/General Counsel and Business Development of Camping World, Inc. and FreedomRoads, LLC from 2006 to 2010, as Senior Vice President/General Counsel and Business Development of Camping World, Inc. and Good Sam Enterprises, LLC from 2004 to 2006 and as Vice President and General Counsel of Camping World, Inc. from 2002 to 2004. From 1998 to 2002, Mr. Moody was a shareholder of the law firm of Greenberg Traurig, P.A. From 1996 to 1998, Mr. Moody served as vice president and assistant general counsel for Blockbuster, Inc. Mr. Moody received a J.D. from Nova Southeastern University, Shepard Broad Law Center and a B.S. from Western Kentucky University. Mr. Moody’s extensive legal experience, his experience in various areas of complex business transactions and mergers and acquisitions, and his extensive knowledge of the Company’s operations make him well qualified to serve on our Board of Directors.
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING) The current members of the Board who are Class I Directors are as follows:
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
| Name | Age | Served as a Director Since | Positions with Camping World | | Mary J. George | 73 | 2017 | Director | | K. Dillon Schickli | 70 | 2016 | Director |
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows:
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
| MARY J. GEORGE | Age 73 |
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
Mary J. George has served on the Board of Directors of Camping World Holdings, Inc. since January 2017. Ms. George has also served on the Board of Directors of ASP Conair Holdings LP, owner of Conair Corporation, a private U.S. based company that sells small appliances, personal care, and health and beauty products, since January 2022 and served on the Board of Directors of Hyduro, Inc., a private company and developer of a mobile connected smart water bottle cap, designed to optimize personal hydration by providing timely feedback, since March 2022. Additionally, Ms. George also served as executive chairman of Ju-Ju-Be, a private company and retailer of premium diaper bags and other baby products, from January 2018 to September 2022. Ms. George has been a founding partner of Morningstar Capital Investments, LLC, an investment firm, since 2001. Ms. George served as chief executive officer and a director at Easton Hockey Holdings Inc., a private manufacturer of ice hockey equipment, from August 2014 to December 2016. From 2002 to 2015, Ms. George held various positions, including co-chairman (2002 to 2009) and vice chairman (2009 to 2015), at Bell Automotive Products, Inc., a private manufacturer of automotive accessories. From 1994 to 2004, Ms. George held various positions, including chief operating officer (1995 to 1998), chief executive officer (1998 to 2000), and chairman (2000 to 2004), at Bell Sports Inc., a formerly public helmet manufacturer. Ms. George also currently serves or previously served as a director of various public and private companies, including Image Entertainment, Inc., a formerly public independent distributor of home entertainment programming, from 2010 to 2012, Oakley, Inc., a public sports equipment and lifestyle accessories manufacturer, from 2004 to 2007, BRG Sports Inc. since 2013, 3 Day Blinds Inc. from 2007 to 2015, and Oreck Corporation from 2008 to 2012. Ms. George’s experience in sales, marketing and general management in the consumer products industry, as well as success in the development of internationally renowned branded products, provides our Board of Directors with greater insight in the areas of product branding and strategic growth in the consumer products industry, and make her well-qualified to serve on our Board of Directors.
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
| K. DILLON SCHICKLI | Age 70 |
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
K. Dillon Schickli has served on the Board of Directors of Camping World Holdings, Inc. since March 2016 and on the Board of Directors of CWGS, LLC since August 2011. Mr. Schickli previously served on the Board of Directors of CWGS, LLC from 1990 until 1995 and was chief operating officer of Affinity Group, Inc., the predecessor of Good Sam Enterprises, LLC, from 1993 until 1995. Previously, Mr. Schickli was a co-investor with Crestview in DS Waters Group, Inc. (“DS Waters”) and served as vice chairman of its Board of Directors until it was sold to Cott Corporation in December 2014. Prior to that time, Mr. Schickli was the chief executive officer of DS Waters from June 2010 until February 2013 and subsequently led the buyout of the business by Crestview. Mr. Schickli also previously led the buyout of DS Waters from Danone Group & Suntory Ltd. in November 2005 and was also a co investor in DS Waters with Kelso & Company. Mr. Schickli served as co-chief executive officer and chief financial officer of DS Waters from November 2005 until June 2010, when he became the sole chief executive officer. Mr. Schickli started his business career in the capital planning and acquisitions group of the Pepsi Cola Company after he received his M.B.A. from the University of Chicago. Mr. Schickli received a B.A. from Carleton College in 1975. Mr. Schickli’s long association with, and knowledge of, the Company, extensive experience serving as a director of other businesses, operating experience as a chief executive officer and chief financial officer, and his experience as a private equity investor with respect to acquisitions, debt financings, equity and financings make him well qualified to serve on our Board of Directors.
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING) The current members of the Board who are Class III Directors are as follows:
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
| Name | Age | Served as a Director Since | Positions with Camping World | | Brian P. Cassidy | 50 | 2016 | Director | | Marcus A. Lemonis | 50 | 2016 | Chief Executive Officer and Chairman of the Board | | Michael W. Malone | 65 | 2019 | Director |
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows:
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
| BRIAN P. CASSIDY | Age 50 |
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
Brian P. Cassidy has served on the Board of Directors of Camping World Holdings, Inc. since March 2016 and on the Board of Directors of CWGS, LLC since March 2011. Mr. Cassidy has served as president (previously co-president) and a partner at Crestview, since 2020 and 2012, respectively, and currently serves as head of Crestview’s media and communications strategy. Mr. Cassidy currently serves as a director of WideOpenWest, Inc., since December 2015, and Viad Corp., since August 2020, and has served as a director of various private companies, including Hornblower Holdings since April 2018, Congruex LLC since November 2017, FC3 since November 2020, Digicomm since August 2020 and as chairman of TenCate Grass since September 2021. Mr. Cassidy previously served as a director of Cumulus Media, Inc., a public company, from May 2014 until March 2017, and served as a director of various private companies, including Industrial Media from October 2016 to February 2022, ICM Partners from December 2019 to June 2022, NEP Group, Inc. from December 2012 to October 2018, Interoute Communications Holdings from April 2015 until May 2018, OneLink Communications from May 2007 until November 2012 and ValueOptions, Inc. from December 2007 until December 2014. He was also involved with Crestview’s investments in Charter Communications, Inc. and Insight Communications, Inc. Prior to joining Crestview, Mr. Cassidy worked in private equity at Boston Ventures, where he invested in companies in the media and communications, entertainment and business services industries. Previously, he worked as the acting chief financial officer of one of Boston Ventures’ portfolio companies. Prior to that time, Mr. Cassidy was an investment banking analyst at Alex. Brown & Sons, where he completed a range of financing and mergers and acquisitions assignments for companies in the consumer and business services sectors. Mr. Cassidy received an M.B.A. from the Stanford Graduate School of Business and an A.B. in Physics from Harvard College. Mr. Cassidy’s private equity investment and company oversight experience and background with respect to acquisitions, debt financings and equity financings make him well qualified to serve on our Board of Directors.
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
| MARCUS A. LEMONIS | Age 50 |
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
Marcus A. Lemonis has served as Camping World Holdings, Inc.’s Chairman and Chief Executive Officer and on the Board of Directors of Camping World Holdings, Inc. since March, 2016, as the President and Chief Executive Officer and on the Board of Directors of CWGS, LLC since February 2011, as the Chief Executive Officer and on the Board of Directors of Good Sam Enterprises, LLC since January 2011, as President and Chief Executive Officer and on the Board of Directors of Camping World, Inc. since September 2006 and as the President and Chief Executive Officer and on the Board of Directors of FreedomRoads, LLC since May 1, 2003. Mr. Lemonis has also served on the Board of Directors of Beyond, Inc., a publicly-traded home goods e-commerce retailer, since October 2023, as chairman since December 2023, and as executive chairman since February 2024. Mr. Lemonis received a B.A. from Marquette University. Mr. Lemonis’ extensive experience in retail, RV and automotive, business operations and entrepreneurial ventures makes him well qualified to serve on our Board of Directors.
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
| MICHAEL W. MALONE | Age 65 |
CONTINUING MEMBERS OF THE BOARD OF DIRECTORS: CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
Michael W. Malone has served on the Board of Directors of Camping World Holdings, Inc. since May 2019. Mr. Malone was Vice President, Finance and Chief Financial Officer of Polaris Industries Inc. (“Polaris”), a manufacturer of power sports vehicles, from January 1997 to July 2015 and retired from Polaris in March 2016. From January 1997 to January 2010, Mr. Malone also served as Corporate Secretary. Mr. Malone was Vice President and Treasurer of Polaris from December 1994 to January 1997 and was Chief Financial Officer and Treasurer of a predecessor company of Polaris from January 1993 to December 1994. Mr. Malone joined Polaris in 1984 after four years with Arthur Andersen LLP. Mr. Malone served on the board and on the Audit (chair), Finance and Nominating and Governance Committees of Armstrong Flooring, Inc., formerly a public company, from 2016 to 2023 as well as the boards of various nonprofit organizations. Mr. Malone has served on the board of Don Stevens, LLC, a private company, since May 2021. Mr. Malone previously served on the board of Stevens Equipment Supply LLC, a private company, from May 2011 until October 2020. Mr. Malone received a B.A. in accounting and business administration from St. John’s University (Collegeville, Minnesota). Mr. Malone’s experiences as the former Chief Financial Officer of a public company, his public company board experience, and his in-depth knowledge of the outdoor lifestyle industry make him well qualified to serve on our Board of Directors. We believe that all of our current Board members and nominees for Class II directors possess the professional and personal qualifications necessary for Board service, and have highlighted particularly noteworthy attributes for each Board member and nominee in the individual biographies above.
COMPENSATION COMMITTEE
| ● | reviewing and making recommendations to the Board with respect to director compensation; and |
Compensation Philosophy, Objectives and Rewards
| ● | Balanced—Compensation plan designs promote a balance between annual and long-term business results in order to drive long-term stockholder value creation. |
Role of Compensation Consultant
Role of Compensation Consultant The Compensation Committee is authorized to retain the services of executive compensation advisors, in its discretion, to assist with the establishment and review of our compensation programs and related policies. Beginning in April 2016, in connection with the preparation of our IPO, Meridian Compensation Partners, LLC (“Meridian”) was retained by the Compensation Committee to provide guidance in establishing our executive compensation program as a public company and to develop a peer group of publicly traded companies in order to perform industry comparisons. Since our initial retainment of Meridian in 2016, the Compensation Committee has considered guidance provided by Meridian to assess the overall competitiveness of our existing executive compensation program and to provide recommendations for long-term equity incentive awards to our named executive officers (other than our Chief Executive Officer). Commencing in 2018, we also requested that Meridian review our director compensation program, including our equity incentive award grant practices to our directors. Meridian provided a benchmark study utilizing our established peer group companies and provided updated studies in 2022 and 2023 for purposes of reviewing our executive and non-employee director compensation programs against our current peer group’s practices. Our peer group includes companies we compete with for executive talent due to our industry overlap. The Compensation Committee takes size and revenue distinctions into consideration when reviewing the results of market data analysis. The Compensation Committee uses this information to evaluate how our pay practices compare to market practices, though does not establish compensation levels solely based on a review of such information or benchmark to any particular level. Meridian considered the following characteristics when determining the peer group:
Role of Compensation Consultant
| ● | Companies with retail sales of vehicles, recreational equipment and related items |
Role of Compensation Consultant
| ● | Companies with 0.5x to 2x CWH’s revenue, with range expanded to address available companies |
Role of Compensation Consultant
| ● | Companies with market capitalizations that are within a reasonable range of CWH’s market capitalization |
Role of Compensation Consultant
We believe our peer group provides the Company and the Compensation Committee with a valid comparison and benchmark for our executive compensation program and governance practices, which peer group is comprised of the following publicly traded companies for 2023 (which remained unchanged from our 2022 peer group):
Role of Compensation Consultant
| ● Advance Auto Parts Inc. | ● Dorman Products Inc. | ● Patrick Industries, Inc. | | ● Asbury Automotive Group Inc. | ● Group 1 Automotive Inc. | ● Polaris Inc. | | ● Autozone Inc. | ● Hibbett Sports Inc. | ● Sonic Automotive Inc. | | ● Big 5 Sporting Goods Corp. | ● LCI Industries | ● Thor Industries Inc. | | ● Brunswick Corp. | ● Lithia Motors Inc. | ● Tractor Supply Co. | | ● Cavco Industries Inc. | ● MarineMax Inc. | ● Winnebago Industries Inc | | ● Dicks Sporting Goods Inc. | ● O’Reilly Automotive Inc. | |
Role of Compensation Consultant
The Compensation Committee has considered the adviser independence factors required under SEC rules in 2023 as they relate to Meridian and has concluded that Meridian’s work has not raised any conflicts of interest.
Elements of Our Executive Compensation Program
Annual Performance-Based Cash Incentives We believe that the payment of annual, performance-based cash compensation provides incentives necessary to retain executive officers and reward them for short-term company performance. Pursuant to their respective employment agreements or, in the cases of Ms. Christen and Mr. Kirn prior to July 13, 2023, their respective Compensation Committee-approved pay plans, each of our named executive officers other than Mr. Lemonis is eligible to receive an annual performance-based cash bonus, with Ms. Bell having an individual target of 200% of her annual base salary based on achievement of specified performance objectives, Mr. Wagner having an individual target of 0.15% of the full-year Company-wide consolidated target Adjusted EBITDA and an opportunity to earn a bonus of up to $500,000 based on achievement of specified performance objectives, and Ms. Christen and Mr. Kirn having an opportunity to earn a bonus of up to $600,000 and $525,000, respectively, based on achievement of specified performance objectives. Mr. Wagner was eligible to receive incentive draw payments from his annual bonus throughout the year based upon our estimated Adjusted EBITDA performance, with the final incentive award earned determined based on actual Adjusted EBITDA performance for the year. After the year is completed, the interim amounts paid are reviewed against the actual incentive award earned and Mr. Wagner receives a payout of the difference. If any overpayments to Mr. Wagner occurred based on final results, those amounts will be repaid to the Company. Based on the Company’s audited financial results for 2023, the Company had a shortfall from the budgeted Adjusted EBITDA goal of $353.6 million with final consolidated Adjusted EBITDA performance of $286.2 million. In accordance with the budgeted Adjusted EBITDA performance goal, Mr. Wagner received bonus payments based on the formula set forth in Mr. Wagner’s employment agreement as adjusted towards year-end as appropriate based on the final Adjusted EBITDA performance results and taking into account any applicable adjustments to our financial statements for prior years. Mr. Wagner received incentive draw payments of $341,250 during fiscal year 2023, with the remaining $88,070 of the fiscal 2023 incentive award paid in March 2024, for a total payout of $429,320, which is equal to 0.15% of the Company-wide consolidated Adjusted EBITDA for fiscal year 2023. Additionally, Mr. Wagner was eligible to receive an annual bonus with a target opportunity equal to $500,000 based on the achievement of certain performance objectives determined by the Company. For fiscal 2023, Mr. Wagner received an annual bonus of $500,000, which is equal to 100% of his target bonus and was paid in March 2024. Ms. Bell, Ms. Christen and Mr. Kirn received total incentive compensation payments for 2023 of $800,000, $600,000 and $525,000, respectively, pursuant to the terms of their employment agreements or, in the cases of Ms. Christen and Mr. Kirn prior to July 13, 2023, their respective Compensation Committee-approved pay plan. For Ms. Bell, Ms. Christen and Mr. Kirn incentive compensation amounts equal to 59%, 60% and 48%, respectively, of their annual target opportunity were advanced during 2023 with the intention to more closely align the timing of the payments of their incentive compensation with the activities performed to meet or exceed such incentive compensation targets. Similar to Mr. Wagner, after the year is completed, the interim amounts paid are reviewed against the actual incentive award earned and each such executive received a payout of the difference. Mr. Lemonis, was not eligible to receive, and did not receive, any cash bonus payment for fiscal year 2023. The amounts equal to the fiscal year 2023 incentive award amounts actually earned by each named executive officer are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. The annual performance-based cash compensation to named executive officers, as discussed above, is intended as a retention tool by providing them with an opportunity to earn cash incentives based on our attainment of pre-established performance goals and to motivate covered key executives toward even greater achievement and business results. Equity-Based Incentives We view equity-based compensation as an important component of our balanced total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interests of our employees, including our executives, with those of our stockholders. In connection with our IPO, our Board adopted, and our stockholders approved, the CWGS, Inc. 2016 Incentive Award Plan, or the “2016 Incentive Award Plan,” pursuant to which we can make grants of incentive compensation to our employees, consultants and non-employee directors. Under the 2016 Incentive Award Plan, we can make grants in the form of stock options, which may be either incentive stock options or non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units (“RSU”), divided equivalents and other stock or cash-based awards. In 2023, pursuant to our 2016 Incentive Award Plan, we granted RSU awards to each of our named executive officers other than Mr. Lemonis. On July 6, 2023, we granted each of Ms. Bell and Ms. Christen an award of 30,000 RSUs and Mr, Kirn an award of 20,000 RSUs, which are scheduled to vest in five equal installments on each of the first five anniversaries of August 15, 2023, subject to continued employment through the applicable vesting dates. In addition, on January 12, 2023, we granted Mr. Wagner an award of 75,000 RSUs, which are scheduled to vest in five equal installments on each of the first five anniversaries of February 15, 2023, subject to continued employment through the applicable vesting dates.
Health and Welfare Benefits
| ● | short-term and long-term disability insurance; and |
Employment Agreements and Severance Arrangements
Employment Agreements and Severance Arrangements The Compensation Committee believes it is in the Company’s best interest to enter into employment agreements to attract talented executives to join our management team. The highly competitive market for key leadership positions means we otherwise may be at a competitive disadvantage in trying to hire and retain key executives if we are not able to provide them the type of protection included in such agreements. The specific terms of these agreements are described below under the heading “Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—Summary of Executive Compensation Arrangements—Employment Agreements.” Each of the employment agreements (other than that for Mr. Lemonis) provide for severance arrangements in connection with a termination of employment of such named executive officer. As noted previously, Mr. Lemonis elected to forego the opportunity to receive severance payments upon a termination of employment to more closely align his compensation with the returns realized by our stockholders. The details of all named executive officer severance arrangements are described below under the heading “—Potential Payments Upon Termination or Change in Control.” There is no general company severance policy in place for our employees.
Summary Compensation Table
Summary Compensation Table The following table contains information about the compensation earned by each of our named executive officers during our most recently completed fiscal years ended December 31, 2023, 2022 and 2021.
Summary Compensation Table
| | | | | | Non-Equity | | | | | | | | | Incentive Plan | All Other | | | | | | | Stock Awards | Compensation | Compensation | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | ($)(1) | ($) | ($)(3) | Total ($) | | Marcus A. Lemonis | 2023 | — | — | — | — | 11,241 | 11,241 | | Chief Executive Officer and | 2022 | — | — | — | — | 11,192 | 11,192 | | Chairman of the Board | 2021 | — | — | 19,999,992 | — | 11,043 | 20,011,035 | | Karin L. Bell | 2023 | 400,000 | — | 660,984 | 800,000 | 56,278 | 1,917,262 | | Chief Financial Officer | 2022 | 379,315 | — | — | 686,233 | 53,742 | 1,119,290 | | | 2021 | 350,000 | 250,000(2) | 791,350 | 525,000 | 53,742 | 1,970,092 | | Matthew D. Wagner | 2023 | 300,000 | — | 1,410,915 | 929,320 | 29,819 | 2,670,054 | | Chief Operating Officer | 2022 | 300,000 | — | — | 1,124,083 | — | 1,424,083 | | | 2021 | 300,000 | 500,000(2) | 1,582,700 | 1,032,126 | 4,521 | 3,419,347 | | Lindsey J. Christen | 2023 | 300,000 | — | 660,984 | 600,000 | 39,421 | 1,600,405 | | Chief Administrative and Legal Officer and Secretary | | | | | | | | | Thomas E. Kirn | 2023 | 350,000 | — | 440,656 | 525,000 | — | 1,315,656 | | Chief Accounting Officer | | | | | | | |
Summary Compensation Table
| (1) Amounts set forth in this column represent the aggregate grant date fair value of stock awards granted in 2023 and 2021 to our named executive officers determined in accordance with ASC Topic 718. See Note 21—Equity-based Compensation Plans of the Consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for the assumptions used in valuing such awards. |
Summary Compensation Table
| (2) Ms. Bell and Mr. Wagner received discretionary bonuses of $250,000 and $500,000, respectively, in 2021. |
Summary Compensation Table
| (3) Amounts in this column include the following for fiscal 2023: |
Summary Compensation Table
| | | Tax Gross-up | Tax Gross-up | | | | | Payments | Payments | | | | Personal Use | (Company | (Health | | | | of Company | Car) | Insurance) | Total | | Name | Car | ($) | ($) | ($) | | Marcus A. Lemonis | — | — | 11,241 | 11,241 | | Karin L. Bell | 31,347 | 24,931 | — | 56,278 | | Matthew D. Wagner | 16,609 | 13,210 | — | 29,819 | | Lindsey J. Christen | 27,871 | 11,550 | — | 39,421 |
Grants of Plan-Based Awards in Fiscal 2023
Grants of Plan-Based Awards in Fiscal 2023 The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2023 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during fiscal 2023.
Grants of Plan-Based Awards in Fiscal 2023
| | | Estimated Future Payouts Under Non-Equity | | | | | | | | Incentive Plan Awards(1) | | | Stock Awards | | | | | Threshold | Target | Maximum | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock Awards | | Name | Grant Date | ($) | ($) | ($) | (#) | ($)(2) | | Karin L. Bell | N/A | — | 800,000 | — | — | — | | | 07/06/23 | — | — | | 30,000 | 660,984 | | Matthew D. Wagner | N/A | — | 500,000 | — | — | — | | | 01/12/23 | — | — | — | 75,000 | 1,410,915 | | Lindsey J. Christen | N/A | — | 600,000 | — | — | — | | | 07/06/23 | — | — | — | 30,000 | 660,984 | | Thomas E. Kirn | N/A | — | 525,000 | — | — | — | | | 07/06/23 | — | — | — | 20,000 | 440,656 |
Grants of Plan-Based Awards in Fiscal 2023
| (1) There are no threshold or maximum bonus payout opportunities for Ms. Bell, Mr. Wagner, Ms. Christen and Mr. Kirn. Mr. Wagner was entitled to incentive compensation payouts during fiscal 2023 based on achievement of consolidated Adjusted EBITDA targets. Pursuant to their employment agreements or, in the cases of Ms. Christen and Mr. Kirn prior to July 13, 2023, their respective Compensation Committee-approved pay plans, Ms. Bell is eligible to receive an annual bonus with a target opportunity equal to 200% of her base salary each year, Mr. Wagner is eligible to receive an annual bonus with a target opportunity equal to $500,000 each year, and Ms. Christen and Mr. Kirn are eligible to receive annual bonus with target opportunities equal to $600,000 and $525,000, respectively, each year, in each case based on the achievement of certain performance objectives determined by the Company. See “—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—Summary of Executive Compensation Arrangements— Annual Incentive Compensation” for further information regarding the determination of amounts payable to each of Ms. Bell, Mr. Wagner, Ms. Christen and Mr. Kirn for fiscal year 2023. |
Grants of Plan-Based Awards in Fiscal 2023
| (2) Amounts set forth in this column represent the aggregate grant date fair value of stock awards granted in 2023 to our named executive officers determined in accordance with ASC Topic 718. See Note 21—Equity-based Compensation Plans of the Consolidated financial statements in our Annual Report on Form 10 K for the fiscal year ended December 31, 2023 for the assumptions used in valuing such awards. |
NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
Outstanding Equity Awards at 2023 Fiscal Year End
Outstanding Equity Awards at 2023 Fiscal Year End As of December 31, 2023, each of Ms. Bell, Mr. Wagner, Ms. Christen and Mr. Kirn held equity awards with respect to our Class A common stock granted pursuant to our 2016 Incentive Award Plan. The table below provides additional detail regarding all such equity awards outstanding as of fiscal year-end.
Outstanding Equity Awards at 2023 Fiscal Year End
| | Option Awards | | | | Stock Awards | | | | Number of | Number of | | | | | | | Securities | Securities | | | Number of | Market Value | | | Underlying | Underlying | | | RSUs That | of RSUs That | | | Unexercised | Unexercised | Option | Option | Have Not | Have Not | | | Options (#) | Options (#) | Exercise Price | Expiration | Vested | Vested | | Name | Exercisable | Unexercisable | ($) | Date | (#) | ($)(1) | | Karin L. Bell | — | — | — | — | 30,000(2) | 787,800 | | | — | — | — | — | 15,000(3) | 393,900 | | | — | — | — | — | 30,000(4) | 787,800 | | Matthew D. Wagner | — | — | — | — | 30,000(2) | 787,800 | | | — | — | — | — | 30,000(3) | 787,800 | | | — | — | — | — | 75,000(5) | 1,969,500 | | | 2,250(6) | — | 22.00 | 10/06/26 | — | — | | Lindsey J. Christen | — | — | — | — | 10,000(2) | 262,600 | | | — | — | — | — | 12,000(7) | 315,120 | | | — | — | — | — | 12,000(8) | 315,120 | | | — | — | — | — | 30,000(4) | 787,800 | | Thomas E. Kirn | — | — | — | — | 12,000(2) | 315,120 | | | — | — | — | — | 3,000(7) | 78,780 | | | — | — | — | — | 12,000(8) | 315,120 | | | — | — | — | — | 20,000(4) | 525,200 |
Outstanding Equity Awards at 2023 Fiscal Year End
| (1) Amounts represent the market values of the outstanding RSUs, calculated using the closing price of our ordinary shares at fiscal year-end, or $26.26, multiplied by the number of units that have not yet vested. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (2) Amounts represent the number of RSUs granted to the executive on July 24, 2020 that have not yet vested. One fifth of the award vests on the first five anniversaries of August 15, 2020. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (3) Amounts represent the number of RSUs granted to the executive on October 25, 2021 that have not yet vested. One fifth of the award vests on the first five anniversaries of November 15, 2021. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (4) Amounts represent the number of RSUs granted to the executive on July 6, 2023 that have not yet vested. One fifth of the award vests on the first five anniversaries of August 15, 2023. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (5) Amounts represent the number of RSUs granted to the executive on January 12, 2023 that have not yet vested. One fifth of the award vests on the first five anniversaries of February 15, 2023. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (6) Amount represents the number of stock options granted to the executive on October 6, 2016 that have not yet been exercised. These stock options are fully vested and exercisable. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (7) Amounts represent the number of RSUs granted to the executive on June 17, 2021 that have not yet vested. One fifth of the award vests on the first five anniversaries of August 15, 2021. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (8) Amounts represent the number of RSUs granted to the executive on December 2, 2021 that have not yet vested. One fifth of the award vests on the first five anniversaries of November 15, 2021. |
Fiscal Year 2023 Option Exercises and Stock Vested
Fiscal Year 2023 Option Exercises and Stock Vested The following table summarizes the vesting of stock applicable to our named executive officers during fiscal year 2023.
Fiscal Year 2023 Option Exercises and Stock Vested
| | Stock Awards | | | | Number of shares | | | | acquired on vesting | Value realized on vesting | | Name | (#) | ($)(1) | | Karin L. Bell | 32,500 | $770,600 | | Matthew D. Wagner | 43,750 | $1,010,450 | | Lindsey J. Christen | 16,750 | $403,730 | | Thomas E. Kirn | 18,500 | $430,680 |
Fiscal Year 2023 Option Exercises and Stock Vested
| (1) Represents the closing stock price on the NYSE on the vesting date multiplied by the number of shares underlying the executive’s RSU grant that vested. |
Pension Benefits and Non-Qualified Deferred Compensation
Pension Benefits and Non-Qualified Deferred Compensation We do not sponsor nor maintain, and our named executive officers do not currently participate in, any tax-qualified defined benefit or supplemental executive retirement plans. Our named executive officers participate in our tax-qualified 401(k) retirement savings plan, pursuant to which we have the ability to make matching and profit-sharing contributions on a discretionary basis to eligible participants. Employees and named executive officers are immediately vested in their contributions. We do not provide discretionary matching contributions to any of our named executive officers.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | | | | | Change in | | | | | | | Control | | | | | Qualifying | Death or | Qualifying | | | With Cause | Without Cause | Resignation | Disability | Termination | | Name/Form of Compensation | ($) | ($) | ($) | ($) | ($) | | Marcus A. Lemonis | | | | | | | Severance | — | — | — | — | — | | Incentive Compensation | — | — | — | — | — | | Continuation of Benefits | — | 17,982(1) | — | — | — | | Equity Acceleration | — | — | — | — | — | | Total | — | 17,982 | — | — | — | | Karin L. Bell | | | | | | | Severance | — | 1,200,000(2) | 1,200,000(2)(3) | — | — | | Incentive Compensation | — | 325,000(4) | 325,000(4)(3) | 325,000(4) | — | | Continuation of Benefits | — | 41,115(1) | 41,115(1)(3) | — | — | | Equity Acceleration | — | — | — | 1,969,500(5) | 1,969,500(6) | | Total | — | 1,566,115 | 1,566,115 | 2,294,500 | 1,969,500 | | Matthew D. Wagner | | | | | | | Severance | — | 1,231,927(7) | 1,231,927(7)(3) | — | — | | Incentive Compensation | — | 590,677(4) | 590,677(4)(3) | 590,677(4) | — | | Continuation of Benefits | — | 41,238(1) | 41,238(1)(3) | — | — | | Equity Acceleration | — | — | — | 3,545,100(5) | 3,545,100(6) | | Total | — | 1,863,842 | 1,863,842 | 4,135,777 | 3,545,100 | | Lindsey J. Christen | | | | | | | Severance | — | 900,000(2) | 900,000(2)(3) | — | — | | Incentive Compensation | — | 240,000(4) | 240,000(4)(3) | 240,000(4) | — | | Continuation of Benefits | — | —(1) | —(1)(3) | — | — | | Equity Acceleration | — | — | — | 1,680,640(5) | 1,680,640(6) | | Total | — | 1,140,000 | 1,140,000 | 1,920,640 | 1,680,640 | | Thomas E. Kirn | | | | | | | Severance | — | 875,000(2) | 875,000(2)(3) | — | — | | Incentive Compensation | — | 275,000(4) | 275,000(4)(3) | 275,000(4) | — | | Continuation of Benefits | — | —(1) | —(1)(3) | — | — | | Equity Acceleration | — | — | — | 1,234,220(5) | 1,234,220(6) | | Total | — | 1,150,000 | 1,150,000 | 1,509,220 | 1,234,220 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (1) Represents eighteen (18) months of continued payments of health coverage premiums under COBRA at the fiscal 2023 COBRA premium rate, assuming the named executive officer timely elects to receive the benefits. Although Ms. Christen and Mr. Kirn are entitled to them under their respective employment agreements, Ms. Christen and Mr. Kirn have not elected to receive benefits and thus would not be eligible for continuation of benefits. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (2) Severance payment reflects the sum of (i) one year of base salary ($400,000 for Ms. Bell, $300,000 for Ms. Christen and $350,000 for Mr. Kirn) plus (ii) the executive’s target annual bonus amount as of December 31, 2023 ($800,000 for Ms. Bell, $600,000 for Ms. Christen and $525,000 for Mr. Kirn). |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (3) Amounts payable only upon a resignation of employment due to a material default of the applicable employment agreement that remains uncured beyond the 10 day cure period. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (4) For Ms. Bell, Ms. Christen and Mr. Kirn, the amount represents the annual bonus amount, which shall be equal to the target bonus amount assuming Ms. Bell, Ms. Christen and Mr. Kirn’s employment terminates on December 31, 2023 ($800,000 for Ms. Bell, $600,000 for Ms. Christen and $500,000 for Mr. Kirn), less incentive advances made during fiscal year 2023 ($475,000 for Ms. Bell, $360,000 for Ms. Christen and $250,000 for Mr. Kirn). For Mr. Wagner, amount is equal to the sum of the (i) applicable bonus percentage (0.15%) multiplied by the consolidated Adjusted EBITDA of $287,951,000 for the 12 month period ending on November 30, 2023 (the last day of the calendar month immediately preceding the date of termination) and (ii) the target bonus amount assuming Mr. Wagner’s employment terminates on December 31, 2023 ($500,000), less incentive draws made during fiscal year 2023 ($341,250). |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (5) Amounts reflect full vesting of all unvested RSUs, assuming the named executive officer’s employment terminates on December 31, 2023 due to death or Disability (as such term is defined in the applicable equity award agreement). |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (6) Amounts reflect full vesting of all unvested RSUs, assuming the named executive officer’s employment terminates on December 31, 2023, provided such termination is a termination without cause occurring during the twelve (12) month period immediately following a change in control (as defined in the 2016 Incentive Award Plan). |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (7) Severance payment reflects the sum of (i) one year of base salary ($300,000) plus (ii) one year of Mr. Wagner’s incentive compensation based on the product of Mr. Wagner’s applicable bonus percentage (0.15%) multiplied by the consolidated Adjusted EBITDA of $287,951,000 for the 12-month period ending on November 30, 2023 (the last day of the calendar month immediately preceding the date of termination plus (iii) Mr. Wagner’s target annual bonus amount as of December 31, 2023 ($500,000). |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
2023 DIRECTOR COMPENSATION TABLE
2023 DIRECTOR COMPENSATION TABLE The following table contains information concerning the compensation of our non-employee directors for the year ended December 31, 2023.
2023 DIRECTOR COMPENSATION TABLE
| | Fees Earned or Paid | | | | | in Cash | Stock Awards | | | Name | ($) | ($)(1) | Total ($) | | Andris A. Baltins | 115,000(2) | 149,993 | 264,993 | | Brian P. Cassidy | 112,500(3) | 149,993(7) | 262,493 | | Mary J. George | 137,500(4) | 149,993 | 287,493 | | K. Dillon Schickli | 142,500(5) | 149,993 | 292,493 | | Michael W. Malone | 125,000(6) | 149,993 | 274,993 |
2023 DIRECTOR COMPENSATION TABLE
| (1) Represents the aggregate grant date fair value for RSUs granted in fiscal year 2023, determined in accordance with FASB ASC Topic 718. See Note 21—Equity-Based Compensation Plans of the Consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for the assumptions used in valuing such awards. |
2023 DIRECTOR COMPENSATION TABLE
| (2) Represents annual director fees equal to $100,000 and committee fees equal to $15,000. |
2023 DIRECTOR COMPENSATION TABLE
| (3) Represents annual director fees equal to $100,000 and committee fees equal to $12,500. All fees received were paid to Crestview. |
2023 DIRECTOR COMPENSATION TABLE
| (4) Represents annual director fees equal to $100,000 and committee fees equal to $37,500. |
2023 DIRECTOR COMPENSATION TABLE
| (5) Represents annual director fees equal to $100,000 and committee fees equal to $42,500. |
2023 DIRECTOR COMPENSATION TABLE
| (6) Represents annual director fees equal to $100,000 and committee fees equal to $25,000. |
2023 DIRECTOR COMPENSATION TABLE
| (7) Represents grant to Mr. Cassidy of RSUs made during fiscal 2023. All rights, title and interest in the shares of Class A common stock underlying the restricted stock award were assigned to Crestview. |
2023 DIRECTOR COMPENSATION TABLE
The table below shows the grant date fair value for each share underlying the award granted to our non-employee directors during fiscal 2023 and the number of unvested RSUs held by each non-employee director serving as of December 31, 2023.
2023 DIRECTOR COMPENSATION TABLE
| | | | Total RSUs | | | | | Outstanding at | | | RSUs Granted in | Grant Date Fair | December 31, 2023 | | Name | 2023 (#) | Value per share ($) | (#) | | Andris A. Baltins | 6,240 | 24.04 | 11,013 | | Brian P. Cassidy | 6,240 | 24.04 | 6,240 | | Mary J. George | 6,240 | 24.04 | 6,240 | | Michael W. Malone | 6,240 | 24.04 | 6,240 | | K. Dillon Schickli | 6,240 | 24.04 | 11,013 |
NARRATIVE DISCLOSURE TO DIRECTOR COMPENSATION TABLE
NARRATIVE DISCLOSURE TO DIRECTOR COMPENSATION TABLE Pursuant to our Non-Employee Director Compensation Policy, as amended from time to time, our non-employee directors are entitled to receive a mix of cash and equity compensation. Under the Non-Employee Director Compensation Policy, our non-employee directors are entitled to receive an annual cash retainer of $100,000 and cash retainer fees for services to certain committees: for services as a member of the Audit, Compensation, or Nominating and Corporate Governance Committee, a non-employee director is entitled to receive a cash retainer of $17,500, $12,500 or $7,500, respectively. For services as a Chairperson on the Audit, Compensation, or Nominating and Corporate Governance Committee, a non-employee director is entitled to receive a cash retainer of $30,000, $20,000, or $15,000, respectively. A non-employee director serving as the lead independent director is entitled to receive an additional cash retainer of $50,000 for such DIRECTOR COMPENSATION service. All such fees are payable on a quarterly basis and paid on a pro rata basis for any director not serving on the Board for the full quarter. There are no fees paid for board or committee meeting attendance. Directors who are also employees of the Company do not receive compensation for their service on the Board. Our Non-Employee Director Compensation Policy provides for an annual grant under the 2016 Incentive Award Plan, awarded on the date of each annual stockholders meeting, of RSUs with an aggregate fair value on the date of grant of $150,000 to each of our non-employee directors serving on our Board as of the date of such annual stockholders meeting and who will continue to serve as a non-employee director immediately following such annual meeting. In addition, any non-employee director initially elected or appointed to the Board on any date other than the date of the annual meeting would receive a grant of RSUs having an aggregate fair value on the date of such non-employee director’s initial election or appointment equal to a pro-rated fraction of $150,000, calculated to reflect the non-employee director’s service on the Board since the prior annual meeting. Grants to our non-employee directors will vest fully on the one-year anniversary of the date of grant, subject to continued service through the applicable vesting date and subject to full acceleration upon a change of control (as defined in the 2016 Incentive Award Plan) or if the non-employee director is not re-elected to the Board of Directors. We permitted our non-employee directors the option to make voluntary deferral elections at the time of grant. In connection with our IPO, we adopted a director stock ownership policy encouraging our non-employee directors to hold, directly or indirectly, by the later of the fifth anniversary of the pricing of our IPO or the first date of such director’s service on the Board, shares of our Class A common stock and/or interests in CWGS, LLC with a value equal to or in excess of five times such non-employee director’s annual base retainer fee. Our non-employee director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Mr. Lemonis and Mr. Moody, who serve as both an executive and a director, do not receive any additional compensation in respect of their service on our Board of Directors.
CEO PAY RATIO
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the total annual compensation of our principal executive officer to the median of the annual total compensation of all our employees (other than our principal executive officer) (the “CEO Pay Ratio”). For 2023, our principal executive officer was Mr. Lemonis. Our CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u). In 2023, our last completed fiscal year, the total annual compensation of our CEO as reported in the Summary Compensation Table, was $11,241. The total annual compensation of our median employee, calculated in the same manner as the CEO’s, was $50,829. As a result, the ratio of our CEO’s total annual compensation to the total annual compensation of our median employee in 2023 was approximately 0.22:1. We identified our median employee by examining compensation information derived from payroll records for all employees, excluding our CEO, who were actively employed by us on December 31, 2023. As of such date, we employed approximately 12,656 active employees, all located within the United States. In identifying our median employee, we examined our complete census file (reflecting an aggregate of 21,772 current and former employees), and elected to include only those who were actively employed as full-time or part-time employees as of December 31, 2023. In identifying our median employee, we examined gross pay—actual base salary (for salaried employees) and wages (for hourly employees)—for the twelve-month period ended December 31, 2023 as the most appropriate measure of compensation and consistently applied that measure to all employees included in the calculation. Our median employee—an office administrator—is an hourly worker located in the north central region of the United States. We calculated annual total compensation for this employee using the same methodology we use for our named executive officers, as set forth in the Summary Compensation Table in this proxy statement, and this employee’s annual total compensation to compute the ratio of the Chief Executive Officer’s total pay to that of the median employee. The median employee gross pay amounts are inclusive of base pay, overtime and paid time off and the median employee was not entitled to receive any bonus, commissions, equity compensation nor perquisite payments during 2023. Because in 2023 Mr. Lemonis’ compensation for purposes of the pay ratio calculation consisted solely of health premium gross-up payments, and he did not receive any base salary, bonus or equity compensation, our CEO’s total annual compensation is relatively low and our pay ratio itself is also low.
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023, and our financial performance for each such fiscal year:
Pay Versus Performance Table
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | | | Value of Initial Fixed $100 | | | | | | | | | | Investment Based on: | | | | | | | | Average | | | | | | | | Summary | | Summary | Average | | Peer Group | | | | | Compensation | Compensation | Compensation | Compensation | Total | Total | | | | | Table Total for | Actually Paid to | Table Total for | Actually Paid to | Shareholder | Shareholder | | Adjusted | | | PEO | PEO | Non-PEO NEOs | Non-PEO NEOs | Return | Return | Net Income | EBITDA | | Year | ($) | ($)(1) | ($) | ($)(1) | ($) | ($)(2) | ($) | ($)(3) | | 2023 | 11,241 | 11,241 | 1,875,844 | 2,230,735 | 230.89 | 163.48 | 50,601,000 | 286,213,000 | | 2022 | 11,192 | 11,192 | 1,399,769 | (736,820) | 184.85 | 112.44 | 351,031,000 | 653,390,000 | | 2021 | 20,011,035 | 20,011,035 | 3,077,543 | 5,361,043 | 306.20 | 172.56 | 642,075,000 | 942,126,000 | | 2020 | 10,971 | 10,971 | 3,741,159 | 4,059,400 | 190.21 | 145.48 | 344,215,000 | 564,989,000 |
Pay Versus Performance Table
| (1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: |
Pay Versus Performance Table
| Year | PEO | Non-PEO NEOs | | 2023 | Marcus A. Lemonis | Karin L. Bell, Matthew D. Wagner, Lindsey J. Christen and Thomas E. Kirn | | 2022 | Marcus A. Lemonis | Karin L. Bell, Brent L. Moody, Tamara R. Ward and Matthew D. Wagner | | 2021 | Marcus A. Lemonis | Karin L. Bell, Brent L. Moody, Tamara R. Ward and Matthew D. Wagner | | 2020 | Marcus A. Lemonis | Karin L. Bell, Brent L. Moody, Tamara R. Ward and Melvin L. Flanigan |
Pay Versus Performance Table
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
Pay Versus Performance Table
| | 2023 | | | | | Average Non- | | Adjustments | PEO | PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | — | (793,385) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | — | 814,112 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | — | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | — | 258,451 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | — | 75,713 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | — | | TOTAL ADJUSTMENTS | — | 354,891 |
Pay Versus Performance Table
| (2) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the S&P 500 Consumer Discretionary Distribution & Retailing Index (formerly named the S&P 500 Retailing Index). |
Pay Versus Performance Table
| (3) Adjusted EBITDA is a non-GAAP measure. For a reconciliation of Adjusted EBITDA to net income, see “Appendix A — Non-GAAP Financial Measures”. We selected Adjusted EBITDA as the Company-Selected Measure due to it being an important financial performance measure that helps link compensation actually paid to the Company’s NEOs to the Company’s performance for the most recently completed fiscal year. Specifically, Adjusted EBITDA is used to evaluate performance under the Company’s annual performance-based cash incentive program. |
Pay Versus Performance Table
The fair values of equity awards included in the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report on Form 10-K for the year ended December 31, 2023. Any changes to the RSU fair values from the grant date (for current year grants) and from prior year-end (for prior year RSU grants) are based on our updated stock price and present value of the expected dividends, as applicable, at the respective measurement dates.
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table
Pay Versus Performance Tabular List
Pay Versus Performance Tabular List We believe Adjusted EBITDA represents the most important financial performance measure used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023. We did not utilize any other financial performance measures to link compensation actually paid to our named executive officers in 2023 to Company performance. For additional details regarding our most important financial performance measure, please see the sections titled “Fiscal Year 2023 Overall Performance” and “Annual Performance-Based Cash Incentives” in our CD&A elsewhere in this Proxy Statement. The following table sets forth information with respect to the beneficial ownership of our Class A common stock, Class B common stock and Class C common stock for:
Pay Versus Performance Tabular List
| ● | each person known by us to beneficially own more than 5% of our Class A common stock, our Class B common stock or our Class C common stock; |
Pay Versus Performance Tabular List
| ● | each of our directors and director nominees; |
Pay Versus Performance Tabular List
| ● | each of our named executive officers; and |
Pay Versus Performance Tabular List
| ● | all of our executive officers and directors as a group. |
Pay Versus Performance Tabular List
As described in “Certain Relationships and Related Person Transactions,” each common unit of CWGS, LLC (other than common units held by us) is redeemable from time to time at each holder’s option for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS, LLC’s amended and restated limited liability company agreement, as amended to date (“CWGS LLC Agreement”); provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners, whom the Company defines as, collectively, ML Acquisition, funds controlled by Crestview Partners II GP, L.P. and, collectively, Brent L. Moody, Karin L. Bell, Andris A. Baltins, K. Dillon Schickli, and certain other current and former non-executive employees, former executive officers, and former directors, in each case, who held profits units in CWGS, LLC pursuant to CWGS, LLC’s equity incentive plan that was in existence prior to our IPO and who received common units of CWGS, LLC in exchange for their profits units in connection with certain reorganization transactions related to our IPO (collectively, the “Former Profits Unit Holders”), and each of their permitted transferees that own common units in CWGS, LLC and who may redeem at each of their options their common units for, at the Company’s election (determined solely by the Company’s independent directors (within the meaning of NYSE rules) who are disinterested), cash or newly-issued shares of the Company’s Class A common stock, may exercise such redemption right for as long as their common units of CWGS, LLC remain outstanding. In connection with our IPO, we issued to each Continuing Equity Owner (other than the Former Profits Unit Holders) for nominal consideration one share of Class B common stock for each common unit of CWGS, LLC it owned. As a result, the number of shares of Class B common stock listed in the table below correlates to the number of common units of CWGS, LLC each such Continuing Equity Owner (other than the Former Profits Unit Holders) owns. In addition, in connection with our IPO, we issued to ML RV Group for nominal consideration one share of Class C common stock. The number of shares beneficially owned by each stockholder as described in this proxy statement is determined under rules issued by the SEC and includes voting or investment power with respect to securities. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. Applicable percentage ownership is based on 45,071,762 shares of Class A common stock, 39,466,964 shares of Class B common stock and one share of Class C common stock outstanding as of March 21, 2024. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of Common Stock subject to options, RSUs, or other rights, including the redemption right described above with respect to each common unit of CWGS, LLC, held by such person that have already vested (in case of RSUs) or are currently exercisable (in case of options and other rights), or will vest (in case of RSUs) or become exercisable (in case of options and other rights) within 60 days of March 21, 2024 (unless otherwise noted with regards to certain 5% stockholders), are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, the address of all listed stockholders is 2 Marriott Drive, Lincolnshire, IL 60069. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.
Pay Versus Performance Tabular List
| | Shares of Class A | | Shares of Class B | | Shares of Class C | | Combined | | | Common Stock | | Common Stock | | Common Stock | | Voting | | | Beneficially Owned(1) | | Beneficially Owned | | Beneficially Owned | | Power(2) | | Name of beneficial owner | Number | Percentage | Number | Percentage | Number | Percentage | Percentage | | 5% Stockholders | | | | | | | | | ML Acquisition Company, LLC(3) | 32,706,150 | 42.1% | 32,584,700 | 82.6% | — | — | 47.1% | | ML RV Group(4) | — | — | — | — | 1 | 100.0% | 5.0% | | Crestview Partners II GP, L.P.(5) | 8,796,597 | 16.9% | 6,882,264 | 17.4% | — | — | 8.1% | | Abrams Capital Management, L.P.(6) | 5,108,808 | 11.3% | — | — | — | — | 4.7% | | The Vanguard Group(7) | 4,035,275 | 8.9% | — | — | — | — | 3.3% | | BlackRock, Inc.(8) | 3,189,134 | 7.0% | — | — | — | — | 2.4% | | Named Executive Officers and Directors | | | | | | | | | Marcus A. Lemonis(3),(4),(9) | 33,111,418 | 42.6% | 32,584,700 | 82.6% | 1 | 100.0% | 52.5% | | Karin L. Bell(10) | 38,296 | * | — | — | — | — | * | | Matthew D. Wagner(11) | 92,854 | * | — | — | — | — | * | | Lindsey J. Christen(12) | 30,348 | * | — | — | — | — | * | | Thomas E. Kirn(13) | 25,106 | * | — | — | — | — | * | | Andris A. Baltins(14) | 298,169 | * | — | — | — | — | * | | Brian P. Cassidy(5),(15) | 6,240 | * | — | — | — | — | * | | Mary J. George(16) | 42,359 | * | — | — | — | — | * | | Michael W. Malone(17) | 36,321 | * | — | — | — | — | * | | K. Dillon Schickli(18) | 152,576 | * | — | — | — | — | * | | All current executive officers and directors as a group (11 individuals)(19) | 34,224,744 | 43.8% | 32,584,700 | 82.6% | 1 | 100.0% | 53.1% |
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| * Less than one percent. |
Pay Versus Performance Tabular List
| (1) Each common unit of CWGS, LLC (other than common units held by us) is redeemable from time to time at each holder’s option for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners may exercise such redemption right for as long as their common units of CWGS, LLC remain outstanding. See “Certain Relationships and Related Person Transactions—CWGS LLC Agreement.” In this table, beneficial ownership of common units of CWGS, LLC has been reflected as beneficial ownership of shares of our Class A common stock for which such common units may be exchanged. When a common unit is exchanged by a Continuing Equity Owner who holds shares of our Class B common stock, a corresponding share of Class B common stock will be cancelled. |
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| (2) Represents the percentage of voting power of our Class A common stock, Class B common stock and Class C common stock voting as a single class. Each share of Class A common stock and each share of Class B common stock entitles the registered holder thereof to one vote per share on all matters presented to stockholders for a vote generally, including the election of directors; provided that, for as long as the ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5% or more of all of the outstanding common units of CWGS, LLC, the shares of our Class B common stock held by the ML Related Parties entitle the ML Related Parties to the number of votes necessary such that the ML Related Parties, in the aggregate, cast 47% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally. In addition, the one share outstanding of our Class C common stock entitles its holder, ML RV Group, to the number of votes necessary such that the holder casts 5% of the total votes eligible to be cast by all of our stockholders on all matters presented to our stockholders generally. The Class A common stock, Class B common stock and Class C common stock will vote as a single class on all matters except as required by law or our Amended and Restated Certificate of Incorporation. |
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| (3) Based on the Company’s records and information obtained from a Schedule 13G/A filed with the SEC on February 14, 2023 by CWGS Holding, LLC (“CWGS Holding”), ML Acquisition Company, LLC (“ML Acquisition”) and Marcus A. Lemonis. Represents 32,584,700 common units, which may be redeemed for newly-issued shares of Class A Common Stock on a one-for-one basis, and 32,584,700 shares of Class B common stock held by CWGS Holding, a wholly-owned subsidiary of ML Acquisition, as well as 121,450 shares of Class A common stock held by ML Acquisition. Marcus A. Lemonis is the sole director of ML Acquisition. As a result, each of ML Acquisition and Mr. Lemonis may be deemed to share beneficial ownership of the securities held by CWGS Holding. As of the Record Date, in relation to a Credit Agreement, CWGS Holding pledged as collateral 1,800,000 common units and an equal number of shares of Class B common stock. |
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| (4) Represents one share of Class C common stock held by ML RV Group. Mr. Lemonis, as sole member, Chairman and Chief Executive Officer of ML RV Group, may be deemed to share the beneficial ownership of this share. |
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| (5) Based on the Company’s records and information obtained from a Schedule 13G/A filed with the SEC on February 14, 2024. Crestview Partners II GP, L.P. may be deemed to be the beneficial owner of (i) 1,873,626 shares of Class A common stock owned directly by CVRV Acquisition II LLC, (ii) 34,467 shares of Class A common stock owned directly by Crestview Advisors, L.L.C., (iii) 6,240 shares of Class A common stock |
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| issuable upon the vesting of RSUs, which vest within 60 days of the Record Date, held by Brian P. Cassidy, who has assigned all his rights, title and interest in such shares of Class A common stock underlying the RSUs to Crestview Advisors, L.L.C., and (iv) 6,882,264 common units of CWGS, LLC and 6,882,264 shares of Class B common stock, in each case as determined under rules issued by the SEC, with such common units and shares of Class B common stock owned directly by CVRV Acquisition LLC. Crestview Partners II GP, L.P. is the general partner of each of (i) Crestview Partners II, L.P. and Crestview Partners II (FF), L.P., each of which are members of CVRV Acquisition LLC and (ii) Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P., each of which is a member of CVRV Acquisition II LLC. Crestview Advisors, L.L.C. provides investment advisory and management services to certain of the foregoing entities. Each of Crestview Partners II GP, L.P., Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. may be deemed to have beneficial ownership of the 1,873,626 Class A Shares directly owned by CVRV Acquisition II LLC. Each of Crestview Partners II GP, L.P., Crestview Partners II, L.P. and Crestview Partners II (FF), L.P. may be deemed to have beneficial ownership of the 6,882,264 Class B Shares and the 6,882,264 Common Units directly owned by CVRV Acquisition LLC. Each of the foregoing disclaims beneficial ownership of such units and shares except to the extent of its pecuniary interest. The address of each of the foregoing is c/o Crestview Partners, 590 Madison Avenue, 42nd Floor, New York, NY 10022. |
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| (6) Based on information obtained from a Schedule 13G/A filed with the SEC on February 12, 2021 by Abrams Capital Partners II, L.P. (“ACP II”), Abrams Capital, LLC (“AC”), Abrams Capital Management, LLC (“ACM LLC”), Abrams Capital Management, L.P. (“ACM LP”), and David Abrams (together, “Abrams”). Abrams reported that, as of December 31, 2020, ACP II had shared voting and dispositive power with regard to 4,240,190 shares of our Class A common stock, AC had shared voting and dispositive power with regard to 4,999,893 shares of our Class A common stock, and ACM LLC, ACM LP and David Abrams had shared voting and dispositive power with regard to 5,108,808 shares of our Class A common stock. Shares reported herein for ACP II represent shares beneficially owned by ACP II. Shares reported herein for AC represent shares beneficially owned by ACP II and other private investment funds for which AC serves as general partner. Shares reported herein for ACM LP and Abrams CM LLC represent the above-referenced shares beneficially owned by ACP II and shares beneficially owned by other private investment funds for which ACM LP serves as investment manager. ACM LLC is the general partner of ACM LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for AC and ACM LLC. Mr. Abrams is the managing member of AC and ACM LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. The address of each of the Abrams entities is 222 Berkeley Street, 21st Floor, Boston, MA 02116. |
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| (7) Based on information obtained from a Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group (“Vanguard”) on behalf of itself and its wholly-owned subsidiaries. Vanguard reported that, as of December 29, 2023, it had shared voting power with respect to 74,810 shares of our Class A common stock, sole dispositive power with respect to 3,921,015 shares of our Class A common stock and shared dispositive power with respect to 114,260 shares of our Class A common stock and that the shares are beneficially owned by Vanguard and its wholly-owned subsidiaries. The address of Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. |
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| (8) Based on information obtained from a Schedule 13G/A filed with the SEC on January 26, 2024 by BlackRock, Inc. (“Blackrock”) on behalf of itself and its wholly-owned subsidiaries, BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, BlackRock Fund Advisors, and BlackRock Fund Managers Ltd. BlackRock reported that, as of December 31, 2023, it had sole voting power with respect to 3,140,767 shares of our Class A common stock and sole dispositive power with respect to 3,189,134 shares of our Class A common stock, and that the shares are beneficially owned by BlackRock and its wholly-owned subsidiaries identified above. The address of each of the foregoing entities is 50 Hudson Yards, New York, NY 10001. |
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| (9) Includes 405,268 shares of Class A common stock, in addition to holdings disclosed in footnotes 3 and 4. |
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| (10) Consists of 38,296 shares of Class A common stock. |
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| (11) Consists of 90,604 shares of Class A common stock and 2,250 shares of Class A common stock underlying stock options that are exercisable within 60 days of the Record Date. |
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| (12) Consists of 30,348 shares of Class A common stock. |
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| (13) Consists of 25,106 shares of Class A common stock. |
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| (14) Consists of 86,337 shares of Class A common stock, 205,592 shares of Class A common stock that may be acquired upon the exchange of common units of CWGS, LLC for newly-issued shares of Class A common stock on a one-for-one basis and 6,240 shares of Class A common stock issuable upon the vesting of the related RSUs, which vest within 60 days of the Record Date. |
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| (15) Consists of 6,240 shares of Class A common stock issuable upon the vesting of the related RSUs, which vest within 60 days of the Record Date. |
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| (16) Consists of 36,119 shares of Class A common stock and 6,240 shares of Class A common stock issuable upon the vesting of the related RSUs, which vest within 60 days of the Record Date. |
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| (17) Consists of 30,081 shares of Class A common stock and 6,240 shares of Class A common stock issuable upon the vesting of the related RSUs, which vest within 60 days of the Record Date. |
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| (18) Consists of 61,111 shares of Class A common stock, 85,225 shares of Class A common stock that may be acquired upon the exchange of common units of CWGS, LLC for newly-issued shares of Class A common stock on a one-for-one basis and 6,240 shares of Class A common stock issuable upon the vesting of the related RSUs, which vest within 60 days of the Record Date. |
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| (19) Class A common stock holdings consist of 1,203,277 shares of Class A common stock, 32,975,517 shares of Class A common stock that may be acquired upon the exchange of common units of CWGS, LLC for newly-issued shares of Class A common stock on a one-for-one basis, 43,700 shares of Class A common stock issuable upon the vesting of the related RSUs, which vest within 60 days of the Record Date, and 2,250 shares of Class A common stock underlying stock options that are exercisable. |