Business Context and Reporting Period
This Form 8-K Current Report was filed by Camping World Holdings, Inc. on December 19, 2019. The filing reports a corporate governance event: the appointment of Tamara Ward as Chief Operating Officer, effective immediately.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and employment terms.
Material Changes
The primary material change reported is the appointment of Tamara Ward as Chief Operating Officer. Ms. Ward, a company veteran since 1989, was previously the Executive Vice President of Corporate Development. This appointment is accompanied by a new employment agreement with specific compensation and severance terms.
Management Commentary, Risks, and Unusual Items
Employment Agreement Terms:
- Term: Initial term from December 19, 2019, to December 31, 2022.
- Compensation: Annual base salary of $350,000 with a target performance-based cash bonus of 150% of base salary.
- Severance: In the event of termination without Cause or for Good Reason, Ms. Ward is entitled to:
- Any earned but unpaid prior year bonus.
- Prorated target bonus for the year of termination.
- 12 months of base salary plus the target annual bonus for the year of termination.
- Continued health benefits for 18 months.
- Restrictive Covenants: Includes a non-compete clause for 18 months post-termination and a non-solicitation clause for 12 months post-termination.
- Change in Control: Payments are subject to Section 280G "cutback" provisions to maximize after-tax net amounts for the executive.
Investor Verification Checklist
- Verify the full text of the Employment Agreement filed as Exhibit 10.1 for complete legal terms.
- Confirm the specific performance goals established by the Board that determine the 150% target bonus.
- Review the Company's 2016 Incentive Award Plan to understand the specific definition of "Change in Control" referenced in the agreement.
- Assess the impact of the new COO appointment on the company's strategic direction, given Ms. Ward's background in marketing and corporate development.