CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

We describe below transactions and series of similar transactions, during our last fiscal year, to which we were a party or will be a party, in which:

Other than as described below, there have not been, nor are there any currently proposed, transactions or series of similar transactions meeting this criteria to which we have been or will be a party other than compensation arrangements, which are described where required under “Executive Compensation” and “Director Compensation.”

Shareholders Agreement, Registration Rights Agreement & Registered Offerings

We were party to an amended and restated shareholders agreement with the Former Sponsors, entities affiliated with J.P. Morgan Securities LLC (the “JPM Holders”) and certain other stockholders (the “Shareholders Agreement”), which we entered into in connection with our IPO. We were also party to a registration rights agreement with the Former Sponsors, the JPM Holders and certain other stockholders (the “Registration Rights Agreement” and, together with the Shareholders Agreement, the “Agreements”). Pursuant to the Registration Rights Agreement, the Company facilitated and closed an underwritten offering on February 20, 2024 by certain Former Sponsors of 18,400,000 shares of our common stock (of which the Company repurchased 8,000,000 shares) and a separate underwritten offering on March 15, 2024 by certain Former Sponsors of 7,395,191 shares of our common stock, which were both registered with the SEC (collectively, the “Offerings”). Further, the Shareholders Agreement provided for the reimbursement of certain expenses that the Former Sponsors incurred in connection with providing management services to us. During fiscal year 2024, reimbursements of expenses to the Former Sponsors for management services totaled $0.2 million. Following the Offerings, the Former Sponsors ceased to beneficially own, directly or indirectly, at least 15% of the then outstanding shares of our common stock, and the Agreements were terminated in accordance with their terms. As a result, the Former Sponsors are no longer entitled to any rights under the Agreements.

Indemnification Agreements

Our amended and restated certificate of incorporation and our amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted under Delaware law. In addition, we have entered into customary indemnification agreements with our directors and executive officers. These agreements require us to indemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permissible under Delaware law against liabilities that may arise by reason of their service to us or at our direction, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Related Person Transactions Policy

We have a formal, written policy with respect to the review, approval, ratification and disclosure of related person transactions. The policy requires that a “related person” (as defined in Item 404 of the SEC’s Regulation S-K) or the business leader responsible for entering into the “related person transaction” (as defined in Item 404 of the SEC’s regulation S-K) on our behalf, must, prior to entering into the related person transaction, notify our General Counsel and the chairman of our audit committee of the facts and circumstances of the proposed transaction. Under the policy, our audit committee, and, in limited circumstances, the chairman of our audit committee, is responsible for reviewing the facts and circumstances and determining whether to approve the related person transaction. In particular, our policy requires our audit committee to consider, among other factors it deems appropriate:

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The audit committee (or audit committee chairman) may only approve those transactions that it determines, in good faith, are in, or are not inconsistent with, our best interests and those of our stockholders.

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DIRECTORS

The following table sets forth the name, age as of January 3, 2025 and position of the nominees for election at the Annual Meeting and current directors of REV Group, Inc. whose terms extend past the Annual Meeting. The following also includes certain information regarding our directors’ individual experience, qualifications, attributes and skills and brief statements of those aspects of our directors’ backgrounds that led us to conclude that they are qualified to serve as directors (information for Ms. O’Connell and Mr. Skonieczny is set forth above in “Proposal No. 1 – Election of Directors”). All are incumbent directors and were elected by the stockholders at the 2024 Annual Meeting, other than Mr. Skonieczny, who joined the Board in January 2023, Ms. O’Connell, who joined the Board in August 2023, Ms. Augustine, who joined the Board in May 2024, and Mr. Dauch, who joined the Board in October 2024. Mr. Skonieczny was appointed to the Board when he became our interim CEO, Board members and members of management identified Mses. O’Connell and Augustine, and a search firm identified Mr. Dauch.

Cynthia Augustine

Ms. Augustine has served as a member of our Board of Directors since May 2024. From September 2021 until January 2025, Ms. Augustine served as the Global Chief Talent Officer at McCann Worldgroup, which is part of Interpublic Group (IPG) and a leading global marketing services company with an integrated network of advertising agencies in over 120 countries, where she continues to serve as an advisor. Prior to joining McCann Worldgroup, Ms. Augustine served as the Chief Talent Officer for FCB Global from 2011 to 2021. Ms. Augustine has held a variety of executive human resources roles at companies such as FCB Global, Scholastic, Time Warner and The New York Times Company. Ms. Augustine also sits on the Board of Trustee for the Innocence Project, a nonprofit organization that works to exonerate people who have been falsely convicted of crimes. Ms. Augustine graduated from Sarah Lawrence College with a bachelor’s degree and holds a juris doctorate from Rutgers University School of Law. Because of her extensive background of executive leadership and expertise in talent and human capital management, we believe Ms. Augustine is well qualified to serve on our Board.

Jean Marie “John” Canan, Chairman

Mr. Canan has served as a member of our Board of Directors since August 2016. Mr. Canan brings over 40 years of strategic, business development and financial leadership experience to REV. In March 2014, Mr. Canan retired from Merck & Co., Inc., where he held a number of positions since 1990, including Senior Vice President, Global Controller and Chief Accounting Officer. Mr. Canan is a member of the Board of Directors of Molycop Inc., a private mining consumables company, and serves as the chair of the audit committee. He also is the Chairman of Sauvie, Inc, a private emerging biopharma company. Mr. Canan serves on the Board of Trustees of the US subsidiary of Angkor Hospital for Children based in Cambodia. Mr. Canan graduated from McGill University with a Bachelor of Commerce degree and is a Canadian Chartered Accountant (ret.). Because of his over 40 years of strategic, business development and financial expertise, we believe Mr. Canan is well qualified to serve on our Board.

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David Dauch

Mr. Dauch has served as a member of our Board of Directors since October 2024. Mr. Dauch brings over 30 years of industry experience to REV. Since 2012, Mr. Dauch has served as the Chief Executive Officer of American Axle & Automotive Holdings, Inc. (“AAM”). Before that, Mr. Dauch held various senior positions at AAM, including Chief Operating Officer. He also serves as the Chairman of the Board of Directors of AAM and sits on the Board of Directors of Amerisure Mutual Holdings, Inc., the Amerisure Companies and the National Association of Manufacturers. Mr. Dauch graduated from Miami University with a bachelor’s degree in management and graduated from Michigan State University with an MBA. Because of his extensive business and industry experience, we believe Mr. Dauch is well qualified to serve on our Board.

Charles Dutil

Mr. Dutil has served as a member of our Board of Directors since December 2016. Mr. Dutil brings over 30 years of experience in commercial vehicle manufacturing to REV. Since 2002, he has served as President and Chief Executive Officer of Manac Inc. Before that, Mr. Dutil served in various senior positions at Manac Inc., including Executive Vice President and Vice President of Marketing. He also sits on the Boards of Directors of Exprolink and Béton Bolduc Inc. Previously, he was a Director of the Groupe Environmental Labrie Inc., and the Truck Trailer Manufacturers’ Association. Mr. Dutil is a graduate of HEC Montréal and Western Business School. Because of his extensive business and industry experience, we believe Mr. Dutil is well qualified to serve on our Board.

Kathleen Steele

Ms. Steele has served as a member of our Board of Directors since January 2024. Ms. Steele brings over 25 years of investment management and financial leadership experience to REV. Ms. Steele is currently an Advisor to Equity Group Investments, an organization she joined in July 2000, and at which she most recently served as a Managing Director through June 2023. Ms. Steele started her career in the investment banking division of Merrill Lynch, Pierce, Fenner & Smith Incorporated, where she worked on merger and acquisition and capital raising transactions, primarily in the industrial sector. Ms. Steele graduated from Dartmouth College with a Bachelor of Arts degree in economics and mathematics. Because of her extensive investment management and financial leadership expertise, we believe Ms. Steele is well qualified to serve on our Board.

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Amy Campbell, Senior Vice President and Chief Financial Officer

Ms. Campbell has served as Senior Vice President and Chief Financial Officer since April 2024. Prior to her appointment as Chief Financial Officer of the Company, Ms. Campbell, 48, previously served as Chief Financial Officer of ASC Engineered Solutions from July 2021 to April 2024 and Chief Financial Officer for BrandSafway’s Commercial and Industrial Division from June 2019 to July 2021. Ms. Campbell also held various positions at Caterpillar, Inc. over 23 years, which included several divisional Chief Financial Officer roles, Vice President of Investor Relations and Chief Audit Officer. Ms. Campbell is a CPA and holds a bachelor’s degree in accounting from Illinois Wesleyan University.

Stephen Zamansky, Senior Vice President, General Counsel and Secretary

Mr. Zamansky has served as Senior Vice President, General Counsel and Secretary of REV since October 2023. Mr. Zamansky, 54, previously served as the Senior Vice President, General Counsel and Secretary at Cooper Tire & Rubber Company from April 2011 through June 2021. Prior to Cooper Tire, he held the same title at Essar Minerals Americas Inc. from 2008 through 2011, and previously served as General Counsel of Titan Energy and DSL.net, Inc. Mr. Zamansky obtained his law degree from Boston College Law School and holds a bachelor’s degree from the University of Michigan.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation of our named executive officers is determined under our compensation program for senior executives. This program is overseen by the Board and its compensation committee (referred to as the “Compensation Committee”). Historically, the Board has determined the compensation of our executive officers in consultation with the recommendations of the Compensation Committee; however, on December 5, 2024, we amended our compensation committee charter to formalize the Compensation Committee’s principal role in the determination of the compensation of our executive officers.

This compensation discussion and analysis focuses on our executive officers listed in the Summary Compensation Table and the other compensation tables below (referred to as our “named executive officers”). Our named executive officers for fiscal year 2024 include our (i) executive officers who served in the roles of our principal executive officer and principal financial officer during fiscal year 2024, (ii) next most highly compensated executive officer during fiscal year 2024, and (iii) an officer who ceased serving as an executive officer during fiscal year 2024, but who would otherwise have been a named executive officer. Our named executive officers for fiscal year 2024 were:

On April 15, 2024, the Board elected Ms. Campbell as the Company’s Chief Financial Officer, replacing Mr. Skonieczny in his role as Interim Chief Financial Officer. Mr. LaDue ceased being an executive officer of the Company as of such date but remains an officer of the Company.

Principal Objectives of Our Compensation Program for Named Executive Officers

Our executive team is critical to our success and to building value for our stockholders. The principal objectives of our executive compensation program are to:

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Role of Compensation Consultant

Mercer (US) Inc. (“Mercer”) was engaged as the Compensation Committee’s independent compensation consultant starting in May 2024 and has provided guidance and advice on compensation-related matters. Mercer replaced Aon, who previously served as the Compensation Committee’s independent compensation consultant. We use a proprietary job grading system, as well as broad-based salary survey data, from Willis Towers Watson. The aggregate cost to the Company of these products and services did not exceed $120,000 during fiscal year 2024. In connection with our engagement of Mercer, our Compensation Committee conducted an assessment of potential conflicts of interest of Mercer, and no conflicts of interest relating to their services were identified.

Compensation Setting Process

Our Chief Executive Officer recommends both the contractual and discretionary compensation of the named executive officers, other than himself, to our Compensation Committee. Historically, our Board has had overall responsibility for overseeing our executive compensation policies and compensation plans and programs, with the assistance of our Compensation Committee. However, as of December 5, 2024, we amended our Compensation Committee charter to formalize the Compensation Committee’s principal role in overseeing our executive compensation policies and compensation plans and programs. Historically, in consultation with our Chief Executive Officer, our Compensation Committee and Board review our achievements as a company and those of our executive officers when determining the specific type and level of compensation of our named executive officers.

We believe the levels of compensation we provide should be competitive, reasonable and appropriate to attract and retain talent to meet our business needs. In addition to certain information provided by Mercer, with respect to executive officer and director compensation matters as discussed below, we have informally considered the competitive market for corresponding positions within comparable geographic areas and companies of similar size, industry and stage of development. The Board and the Company have also used a defined peer group for benchmarking executive pay levels and practices. The Board reviewed various data provided by our compensation consultant and selected the following twelve peer companies:

Alamo Group Inc.

Astec Industries, Inc.

Blue Bird Corporation

Federal Signal Corporation

The Greenbrier Companies, Inc.

Hyster-Yale Materials Handling, Inc.

LCI Industries

Miller Industries, Inc.

The Manitowoc Company, Inc.

Titan International, Inc.

Wabash National Corporation

Winnebago Industries, Inc.

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In fiscal year 2024, The Greenbrier Companies, Inc. was added as a peer company and The Shyft Group, Inc. was removed as a peer company. These changes were made to ensure the peer group continues to contain companies of similar size (both in terms of revenue and market capitalization) and industry.

Compensation was determined with the application of subjective discretion rather than by applying a rigid formula or matrix to set total compensation in relation to compensation paid by peer companies. Our historical approach has been to consider competitive compensation practices and other factors, such as how much compensation was necessary to recruit, motivate and retain an executive officer, as well as individual performance.

For the named executive officers (other than our Chief Executive Officer), our Chief Executive Officer has considered each named executive officer’s responsibilities and prior experience. Our Chief Executive Officer then consults with the Compensation Committee and Board on his recommendations regarding base salary increases, formula based and discretionary bonus and incentive amounts and equity award amounts and advises them regarding the compensation program’s ability to attract, retain and motivate executive talent. These recommendations reflect compensation levels that our Chief Executive Officer believes are commensurate with each named executive officer’s individual qualifications, experience, responsibility level, functional role, knowledge, skills and individual performance, as well as our Company’s performance and competitive offerings, and the peer company benchmarking data.

In determining our Chief Executive Officer’s compensation, the Board takes into consideration our performance, our Chief Executive Officer’s contribution to that performance and the desire to retain and motivate the Chief Executive Officer, and the peer company benchmarking data.

Historically, the Compensation Committee assisted the Board in the administration of our executive compensation program in accordance with its charter, including making recommendations to our Board for approval of various matters. However, on December 5, 2024, we amended our Compensation Committee charter to formalize the Compensation Committee’s principal role in the administration of our executive compensation program.

Stockholder Engagement and Say-on-Pay Vote

We are committed to open and ongoing communication with our stockholders, including with respect to executive compensation and corporate governance matters.

At our 2024 Annual Meeting, our stockholders approved by approximately 98% of the votes cast, on an advisory basis, the 2023 compensation of our named executive officers. The Compensation Committee has carefully considered the results of the advisory vote and believes that those results validate our executive compensation program, performance assessment and decision-making process.

Elements of Compensation

The following is a discussion of the primary elements of the compensation for each of our named executive officers.

Annual Base Salary

We believe that providing each of our named executive officers a competitive annual base salary is an important component of compensation. A competitive annual base salary provides a degree of financial stability to our named executive officers that enhances their performance on behalf of our stockholders and is critical to recruiting and retaining our named executive officers. We do not have formal written policies or guidelines for setting or adjusting the annual base salary of our named executive officers but instead make a subjective determination based on certain factors that we believe are relevant. Specifically, we will consider the executive’s experience, responsibilities and unique leadership skills as well as any changes in the competitive market environment. For fiscal year 2024, survey and proxy data were considered in recommendations made by the Chief Executive Officer to the Board for changes in the base salaries of the other executive officers. For fiscal year 2024, survey and proxy data were also considered in recommendations made to the Board for changes in the base salaries of our Chief Executive Officer. Any changes were consistent with market data, the experience and performance of the executive officers.

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Annual Cash Incentive Program

An annual cash incentive program is recognized as a competitive element of executive compensation and is critical to recruiting and retaining our named executive officers. Further, it incentivizes our named executive officers to achieve annual results in line with the expectations of our stockholders. For fiscal year 2024, our named executive officers participated in the REV Group Management Incentive Plan, which we refer to as the MIP. The MIP metrics, targets and weighting used to calculate payments for the named executive officers were based on full company performance and were the same as those used for calculating MIP payment for all corporate employees. The MIP calculations for employees at a segment, division or business unit level used similar types of metrics as the corporate MIP, but the metrics and targets were based at least partially on segment, division and/or business unit performance, and weighting between metrics differed based on an employee’s segment, division or business unit position. Under the MIP, incentive payments for named executive officers are based on each named executive officer’s incentive target and the achievement of company performance metrics as well as, if applicable, individual performance metrics as described below. The Board, in its discretion, may increase or reduce the size of any payout under the MIP. For fiscal year 2024, the incentive targets for our named executive officers, as a percentage of base salary, were as follows:

Whether named executive officers would be eligible to receive incentive payments under the MIP was determined based on a combination of the Company’s annual Adjusted EBITDA and annual monthly net working capital as a percent of sales (“Average NWC”). Adjusted EBITDA is a non-GAAP metric that represents net income before interest expense, income taxes, depreciation and amortization, adjusted for stock-based compensation expense, sponsor expense reimbursement and exceptional items, which are determined to be those that in the company’s judgment are not indicative of our ongoing operating performance. The annual corporate targets for fiscal year 2024 were $155 million of Adjusted EBITDA and Average NWC of 10.9%. Threshold performance levels of both 90% of Adjusted EBITDA target and 75% of Average NWC target must be met before any annual incentive payments are made to our named executive officers. At 75-90% of Average NWC target and 90% of Adjusted EBITDA target, MIP participants receive 15% of their individual incentive target. At 90% achievement of annual targets, MIP participants receive 30% of the annual portion of their individual incentive target. At 100% achievement of annual targets, MIP participants receive 100% of the annual portion of their individual incentive targets. Participants can achieve a maximum incentive payment of 200% of individual incentive target if annual Adjusted EBITDA is 20% better than target and Average NWC is 20% better than target. For fiscal year 2024, a MIP payout factor of 109% was achieved; the Company’s annual Adjusted EBITDA met 105% of target and the Average NWC met 95% of target. During its meeting on December 5, 2024, the Board approved a discretionary adjustment to the MIP payout factor to adjust the final MIP payout factor for all corporate employees to 115%. This discretionary adjustment was made to recognize executive officers and all corporate employees for their achievement in reducing debt in fiscal year 2024, along with lowering the net working capital in the latter part of fiscal year 2024. Our Board has discretion to adjust the MIP payout.

Participants’ calculated MIP may be adjusted by an Individual Performance Factor that can adjust each participants’ calculated award up or down by 20% based on their individual performance. Our Board has discretion to adjust the MIP payout for our Chief Executive Officer. Our Chief Executive Officer may recommend adjustments to the MIP payouts of the other named executive officers to our Board. Criteria used to determine if an award will be adjusted is based on performance on individual goals, including impact to business results, and demonstration of REV Behaviors and how results are achieved. The Board did approve an increase of 12% to our CEO’s MIP payout in recognition of his leadership through fiscal year 2024 in filling all open critical leadership positions at the Company and his work to divest the Company’s bus businesses, Collins Bus Corporation and ElDorado National (California), Inc. The Board did not approve any adjustments to our other named executive officers based on their applicable Individual Performance Factors.

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REV Behaviors are a list of expectations for employees, supervisors/managers and senior leaders across the organization. The REV Behaviors pair our values with concrete descriptions of how we work and the way we get things done. We use the REV Behaviors in many of our key people processes, including interviewing, individual performance goal plans, performance reviews, and individual performance factor adjustments for our MIP and LTIP. REV behaviors don’t denote “what” an employee does on the job, but rather “how” they get their work done.

Long-Term Equity Compensation

Our stockholder-approved Amended and Restated REV Group, Inc. 2016 Omnibus Incentive Plan (“Omnibus Plan”) provides for the grant of incentive and non-qualified stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance awards, deferred awards, other share-based awards and other cash-based awards.

The Board, or, to the extent authority is delegated by the Board, the Compensation Committee or other committee (each, an “Administrator”) will determine the effect of a termination of employment or service on outstanding awards, including whether the awards will vest, become exercisable, settle or be forfeited. Under the Omnibus Plan, in the event of a change in control, except as otherwise provided in an applicable agreement, the Administrator may provide for: (1) continuation or assumption of outstanding awards under the Omnibus Plan by us (if we are the surviving corporation) or by the surviving corporation or its parent; (2) substitution by the surviving corporation or its parent of awards with substantially the same terms and value as such outstanding awards under the Omnibus Plan; (3) acceleration of the vesting (including the lapse of any restrictions, with any performance criteria or conditions deemed met at target) or the right to exercise outstanding awards immediately prior to the date of the change in control and the expiration of awards not timely exercised by the date determined by the Administrator; or (4) in the case of outstanding stock options and SARs, cancelation in consideration of a payment in cash or other consideration equal to the intrinsic value of the award.

For fiscal year 2024, our named executive officers received grants of restricted stock awards (“RSAs”) or RSUs. These grants provide long-term incentives to our named executive officers while aligning their interests with our stockholders. Outstanding RSAs and RSUs generally vested in equal, annual installments over a four-year period, but may have a shorter vesting period, as in the case of new hires who are forfeiting compensation to previous employers. When determining each named executive officer’s award, we considered market compensation data, the executive’s performance, experience, responsibilities and unique leadership skills, as well as the retentive effect of the equity award. In fiscal year 2024, we did not grant any stock options under the Omnibus Plan to our named executive officers.

Participants’ annual equity awards may be adjusted up or down based on their individual performance and long-term potential. Our Board has discretion to adjust the equity award for our Chief Executive Officer. Our Chief Executive Officer may make recommendations to adjust equity awards of the other named executive officers to our Board. Criteria used to determine if an award will be adjusted is based on performance, including impact to business results, and demonstration of REV Behaviors and how results are achieved.

We anticipate that we will continue to use equity awards as an integral part of our executive compensation program. Equity awards are an important component of compensation for named executive officers and other executive leadership positions. REV Group provides annual equity awards in alignment with market compensation practices and to align interests with our stockholders.

Updates to Long-Term Equity Compensation for December 2024 Grants and Going Forward

In the latter half of fiscal year 2024, as part of our continued focus on aligning the interests of our executive officers with those of our stockholders and ensuring our compensation program takes into consideration competitive market requirements, we commenced a review of our equity compensation practices and have begun making updates to our equity compensation practices beginning with the December 2024 equity grants. As described below, these changes are intended to strengthen and increase the competitiveness of our equity compensation practices while also aligning executive compensation with stockholder interests. Key updates to our equity compensation practices include:

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Accordingly, beginning with the December 2024 equity grants:

Employment Arrangements with Named Executive Officers

Offer Letters

Each of our named executive officers received an offer letter from the Company that follows a common template and sets forth the named executive officer’s annual base salary and other main components of compensation.

Severance and Change in Control Agreements

We maintain a severance policy (the “Severance Policy”), and, in addition, each of our named executive officers have signed a Change in Control Severance Agreement (the “CIC Agreements”). The purpose of the Severance Policy and the CIC Agreements is to provide reasonable and consistent severance benefits upon qualifying termination events. The severance policy and CIC Agreements are described in more detail below under “—Potential Payments Upon Termination or Change in Control”.

Restrictive Covenants

Each of our named executive officers is a party to agreements, including the CIC Agreements and other agreements, which provide that during the employment period and for a period following a termination of employment, the named executive officer will not, directly or indirectly, solicit our employees or customers. These agreements also prevent each named executive officer from directly or indirectly competing with the Company during the employment period and for a period following a termination of employment and contain nondisclosure covenants.

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Special Arrangements with our Named Executive Officers in Fiscal Year 2024

In connection with her appointment as Senior Vice President and Chief Financial Officer of the Company effective April 15, 2024, we entered into an offer letter with Ms. Campbell providing that Ms. Campbell (i) will receive an initial annual base salary of $500,000, (ii) will receive a one-time sign-on bonus payment of $150,000, payable within the first 45 days of employment, subject to reimbursement in the event Ms. Campbell leaves the Company within one year of her start date and (iii) will be eligible to participate in the MIP for fiscal year 2024 at a target level of 75% of base salary, with a maximum payout of 200% of base salary. Additionally, we granted Ms. Campbell an initial restricted stock award equivalent to $500,000, vesting in equal installments on December 31st of each of 2024, 2025, 2026 and 2027.

On August 29, 2024, the Company’s compensation committee and Board approved an adjustment to the financial targets related to the vesting of performance stock units that were previously granted to certain participants in the Company’s Amended and Restated 2016 Omnibus Incentive Plan, to reflect the impact of the sale of Collins Bus Corporation earlier this year. After such adjustments, on September 4, 2024, 169,651 shares of common stock vested with respect to Mr. Skonieczny’s performance stock awards.

On December 5, 2024, the Company’s Board approved an ad hoc bonus to Mr. LaDue in an amount of $30,000 in in recognition of his efforts on the sale of Collins Bus Corporation earlier this year.

Other Benefits

Retirement Plan

We maintain a qualified defined contribution 401(k) plan for all of our employees. Our named executive officers participate in this plan on the same basis as our employees generally. Under the plan, employees may elect to defer eligible pay up to the annual maximum allowed under the Internal Revenue Code. The Company makes a safe harbor matching contribution equal to 100% of the first 3% of salary contributed by a participating employee, and a 50% matching contribution of the next 2% of salary contributed by a participating employee, for a total employer matching contribution of 4%. Company matching contributions begin after enrollment, and participating employees are 100% vested immediately in such contributions.

Deferred Compensation Plan

Our named executive officers and all of our highly compensated employees (as defined in the Internal Revenue Code) are eligible to participate in the REV Group, Inc. Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”). Eligibility to participate in the deferred compensation plan is limited to a select group of management or highly compensated employees. Participants are permitted to defer between 1% and 100% of their base salary and annual incentive payment. Participants select the allocation of their accounts among investment indices selected by the Company. The Company does not provide matching contributions to participants of the deferred compensation plan. Additionally, the Company does not provide above-market or preferential earnings under the Deferred Compensation Plan. Our Board may amend the plan at any time, as long as such amendment does not have any retroactive effect to reduce any amounts allocated to a participant’s accounts. None of our named executive officers currently participate in the deferred compensation plan.

Health, Welfare and Other Benefit Plans

Our named executive officers are entitled to the same health and welfare benefits as our employees generally, including medical, dental and vision insurance, as well as flex and health savings accounts, life insurance, short-term disability insurance (fully paid by the Company), long-term disability insurance, accident insurance and critical illness insurance.

We offer relocation benefits to newly hired named executive officers as necessary. Our named executive officers did not receive any other perquisites in fiscal year 2024 and we do not provide any named executive officer with any tax gross-ups or other reimbursement for amounts the executive officer might pay pursuant to Section 280G or Section 409A of the Internal Revenue Code or otherwise.

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Compensation Risk Assessment

Our Compensation Committee has performed a review of compensation policies and practices for all of our employees and has concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on us.

Stock Ownership Guidelines

We believe it is important for our named executive officers to be owners in the Company to ensure the alignment of their goals with the interests of our stockholders. We established guidelines of equity ownership for our CEO equivalent to five times his base salary and for our other named executive officers who report to the CEO equivalent to three times their respective base salaries. Other executive officers who do not report to the CEO have a guideline equivalent to two times their base salary. Further, the guidelines also expect independent directors to own equity equal to three times their annual cash retainer for serving on the board, if any. Each has a transition period of five years to meet the requirements set forth in the guidelines to the extent they are not currently in compliance with this guideline. As of the date hereof, our named executive officers and directors have either achieved these guidelines or are on track to achieve the guidelines within the required five-year period. The Compensation Committee reviews the stock ownership of the executive officers and directors on an annual basis to ensure compliance with the ownership guidelines. In early fiscal year 2024, we updated our stock ownership guidelines, such that our executive officers who report to the Chief Executive Officer must obtain the equivalent to three times their base salaries, and other executive officers must obtain the equivalent to two times their base salaries.

Clawback Provisions for Executive Officers

Any MIP award, or grant through the Omnibus Plan, is subject to “clawback” in accordance with any clawback policy that the Company has adopted and pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual (“Financial Restatement Clawback Policy”). The Financial Restatement Clawback Policy requires that any incentive compensation paid to any current or former executive officer is subject to “clawback” if the incentive compensation was calculated based on financial statements that were required to be restated due to material noncompliance with financial reporting requirements and that such noncompliance resulted in overpayment of the incentive compensation within the three fiscal years preceding the date the restatement was required. Any “clawback” of such incentive compensation under the Financial Restatement Clawback Policy is limited to the portion that the executive should not have received if the financial statements that were required to be restated due to material noncompliance with financial reporting requirements had been reported properly. The Financial Restatement Clawback Policy does not limit the ability of the Company to pursue forfeiture or reclaim payments under other legal rights. Additionally, the Administrator may generally cancel or require reimbursement of any awards granted under the Omnibus Plan (including time- and performance-based awards) and shares of common stock issued or cash received upon vesting, exercise or settlement of any such award or sale of shares of common stock underlying such award.

We also believe it is important to hold our executive officers accountable for misconduct that was a contributing factor to the Company having to restate any financial statements or that resulted in reputational harm to the Company. Any bonuses paid or incentive compensation paid, credited to or earned by an executive officer is subject to “clawback” in accordance with the Company’s clawback policy for misconduct (“Misconduct Clawback Policy”). The Misconduct Clawback Policy requires that, if the Board determines that misconduct was a contributing factor to the Company having to restate any financial statements or resulted in reputational harm to the Company, the Board may require the Company to seek reimbursement or forfeiture of any bonuses paid or incentive compensation paid, credited to or earned by an executive officer. The amount of any such compensation subject to forfeiture is limited to the portion in excess of the amounts that would have been paid, credited to or earned by such executive officer during the three-year period preceding the date on which the Company is required to prepare the restatement based directly on the restated financial results.

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Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally imposes a $1 million cap on federal income tax deductions for compensation paid to our Chief Executive Officer and to certain other highly compensated officers during any fiscal year. The Board and our Compensation Committee continues to have the flexibility to pay nondeductible compensation if it believes it is in the best interests of the Company, including when it believes such payments are appropriate to attract and retain executive talent.

Any equity awards that may be granted to our employees, including our executive officers, pursuant to the Omnibus Plan or any other long-term incentive plans that we may adopt, will be reflected in our consolidated financial statements, based upon the applicable accounting guidance, at fair market value on the grant date in accordance with FASB Accounting Standards Codification, Topic 718, “Compensation—Stock Compensation.”