Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of October 1, 2017, the Board of Directors (the “Board”) of Camping World Holdings, Inc. (the “Company”) increased the size of the Board from eight to nine directors, and elected Howard A. Kosick as a Class III director of the Company. Mr. Kosick has been appointed to serve on the Audit Committee of the Board (the “Audit Committee”) in place of Andris A. Baltins.
Mr. Kosick has been an independent business advisor providing private strategic business advisory services since January 2015. Prior to January 2015, Mr. Kosick held various positions, including president, chief executive officer and director (June 2004 to June 2013) and chairman and merger integration officer (July 2013 to September 2014) at Tippmann Sports LLC, a private equity backed manufacturer of paintball markers and accessories, which was sold to a strategic buyer in December 2013. From 2000 to 2003, Mr. Kosick served as a director, president and chief operating officer at Bay Travelgear, Inc., a private luggage manufacturer and its affiliate Bell Automotive Products, Inc., a private manufacturer of automotive accessories. In 1999, Mr. Kosick served as chief financial officer, treasurer and secretary at Universal Technical Institute, a post-secondary education institution
. From 1989 to 1998, Mr. Kosick held various positions, including executive vice president, chief financial officer, treasurer and secretary (1989 to 1997) and president of the U.S. group (1997-1998) at Bell Sports Corp., a formerly public bicycle helmet and accessories manufacturer.
Mr. Kosick’s management, business advisory and operations experience and track record in various mergers and acquisitions and financing transactions
provide the Board with greater insight in the areas of performance improvement, growth and brand building, and make him well-qualified to serve on the Board.
Mr. Kosick will participate in the Company’s standard compensation program for non-employee directors (the “Non-Employee Director Compensation Policy”), providing for an annual cash retainer of $70,000 for Mr. Kosick’s service on the Board, an additional annual cash retainer of $5,000 for Mr. Kosick’s service on the Audit Committee, and an initial award of
1,596 restricted stock units (the “Initial Award”). Pursuant to the Non-Employee Director Compensation Policy, Mr. Kosick will also receive an award of restricted stock units on the date of each future annual meeting of the Company that Mr. Kosick continues to provide service as a non-employee director with an aggregate fair value on the date of grant of $105,000 (the “Annual Award”). Each of the Initial Award and Annual Awards will vest in three equal installments on each of the first through third anniversaries of the respective date of grant, subject to Mr. Kosick’s continued service on the Board through each such vesting date. Mr. Kosick has also entered into the Company’s standard indemnification agreement for directors and officers.