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REV GROUP, INC. filed this PRE 14A on January 03, 2025

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REV GROUP, INC. - PRE 14A - 20250103 - COMPENSATION_COMMITTEE

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.”

Compensation Committee Report

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

The Compensation Committee

Kathleen Steele, Chair

Cynthia Augustine

David Dauch

Summary Compensation Table

The following table sets forth information regarding the compensation awarded to, earned by or paid to each of our named executive officers for fiscal years 2024, 2023 and 2022.


Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Non-equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)
Mark Skonieczny, President and Chief Executive Officer (4)		2024		900,000		—		2,842,611		1,391,040		13,800		5,147,451
		2023		669,290		325,000		3,509,597		1,377,158		13,200		5,894,245
		2022		484,100		—		1,651,350		—		12,200		2,147,650
Amy Campbell, SVP and Chief Financial Officer (5)		2024		273,224		150,000		520,057		223,918		—		1,167,199
Joseph LaDue, VP, Corporate Controller and Chief Accounting Officer (6)		2024		240,492		30,000		145,319		110,471		9,618		535,900
		2023		226,165		—		112,032		162,839		9,513		510,549
Stephen Zamansky, SVP, General Counsel and Secretary (6)		2024		450,000		—		—		362,250		16,915		829,165
Stephen Zamansky, SVP, General Counsel and Secretary (6)		2023		3,462		—		623,370		—		—		626,832

(1)	Represents the aggregate grant date fair value of RSU, RSA and PSU awards calculated in accordance with FASB ASC Topic 718. The assumptions we used in valuing RSA and PSU awards are described in Notes 2 and 14 to our fiscal year 2024 audited consolidated financial statements.

(2)	The amounts reported in this column represent the amounts earned under the MIP for fiscal year 2022, fiscal year 2023 and fiscal year 2024, paid in fiscal year 2023, fiscal year 2024 and fiscal year 2025, respectively.

(3)	Reflects the following for fiscal year 2024:

(i)

Company matching contributions under the 401(k) plan in the amounts of $13,800 to Mr. Skonieczny, $9,618 to Mr. LaDue, and $16,915 to Mr. Zamansky.

(4)	Mr. Skonieczny served as Chief Financial Officer up until January 27, 2023. From January 27 through May 17, 2023 he served as CFO and Interim CEO. On May 18, 2023 he was appointed President and Chief Executive Officer and continued to serve as Interim CFO until April 15, 2024.

(5)	Because this named executive officer was an NEO only in 2024, no disclosure is included for 2023 or 2022. Ms. Campbell was hired as Chief Financial Officer on April 15, 2024.

(6)	Because this named executive officer was an NEO only in 2024 and 2023, no disclosure is included for 2022.

(i)

Mr. LaDue ceased to be an NEO as of April 15, 2024 but remains an officer of the Company.

(ii)

Mr. Zamansky was hired as SVP, General Counsel and Secretary on October 30, 2023. His values for fiscal year 2023 reflect the portion of the fiscal year he was employed by the Company.

Grants of Plan-Based Awards

In fiscal year 2024, the following named executive officers then employed by the Company received an award of restricted stock or restricted stock units equal to a percentage of their base salary for fiscal year 2024 as follows: Mr. Skonieczny received 300% and Mr. LaDue received 40%.

Ms. Campbell received an award of 23,532 shares of restricted stock on April 15, 2024 in connection with her appointment as SVP and Chief Financial Officer. Mr. Zamansky did not receive an award of restricted stock or restricted stock units in fiscal year 2024, in light of the initial restricted stock award he received when he joined the Company shortly before the start of the fiscal year. The following table sets forth the plan-based awards and opportunities granted to our named executive officers during the fiscal year ending October 31, 2024.


	Award / Grant Type			Estimated Future Payouts Under Non- Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units		Grant Date Fair Value of Stock and Option Awards
Name	Award / Grant Type	Grant Date		Threshold		Target		Maximum		All Other Stock Awards: Number of Shares of Stock or Units		Grant Date Fair Value of Stock and Option Awards

				($)		($)		($)		(#)		($)
Mark Skonieczny	RSAs		12/08/2023 (1)								173,860		2,842,611
	MIP				162,000		1,080,000		2,160,000

Amy Campbell (2)	RSAs		4/15/2024 (3)								23,532		520,057
	MIP				29,207		194,712		389,424

Joseph LaDue	RSUs		12/08/2023 (4)								8,888		145,319
	MIP				14,409		96,062		193,124

Stephen Zamansky	MIP				47,250		315,000		630,000

(1)

The 12/08/2023 RSA grant for Mr. Skonieczny will vest in four equal installments on each of December 31, 2024, 2025, 2026 and 2027.

(2)

MIP for Ms. Campbell is prorated for fiscal year 2024 based on her hire date of April 15, 2024.

(3)

The 4/15/2024 RSA grant for Ms. Campbell will vest in four equal installments on each of December 31, 2024, 2025, 2026 and 2027.

(4)

The 12/08/2023 RSU grant for Mr. LaDue will vest in four equal installments on each of December 31, 2024, 2025, 2026 and 2027.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding equity awards held by our named executive officers as of October 31, 2024.

OPTION AWARDS

STOCK AWARDS

Name

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)

Option
Exercise
Price ($)

Option
Expiration
Date

Number
of
Shares
or Units
of Stock
that
Have
Not
Vested
(#)

Market
Value of
Shares
or Units
of Stock
that Have
Not
Vested
($)

Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
that Have
Not
Vested
(#)

Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights that
Have Not Vested
($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Mark Skonieczny (1)

341,362

9,046,093

Amy Campbell (2)

23,532

623,598

Joseph F. LaDue (3)

19,042

504,613

Stephen Zamansky (4)

43,776

1,160,064

(1)	For Mr. Skonieczny, the RSAs are scheduled to vest as follows: 119,352 on December 31, 2024, 101,944 on December 31, 2025, 76,601 on December 31, 2026, and 43,465 on December 31, 2027.

(2)	For Ms. Campbell, the RSAs are scheduled to vest as follows: 5,883 on December 31, 2024, 5,883 on December 31, 2025, 5,883 on December 31, 2026, and 5,883 on December 31, 2027.

(3)	For Mr. LaDue, the RSUs are scheduled to vest as follows: 7,160 on December 31, 2024, 5,321 on December 31, 2025, 4,339 on December 31, 2026, and 2,222 on December 31, 2027.

(4)	For Mr. Zamansky, the RSAs are scheduled to vest as follows: 10,944 on December 31, 2024, 10,944 on December 31, 2025, 10,944 on December 31, 2026, and 10,944 on December 31, 2027.

Option Exercises and Stock Vested

No stock options were exercised by our name executive officers during fiscal year 2024. The following table sets forth information regarding shares of restricted stock that vested and shares that were acquired on the vesting of PSUs and RSUs during fiscal year 2024.


Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)

(a)	(b)		(c)
Mark Skonieczny		292,157		6,782,760
Amy Campbell		—		—
Joseph LaDue		4,938		89,723
Stephen Zamansky		—		—

Potential Payments Upon Termination or Change in Control

The information below describes the compensation and benefits due to each of our current named executive officers in the event of termination of employment or a change in control under the circumstances described below.

Severance Policy. The Severance Policy provides severance payments to participants upon an “involuntary separation from service,” which includes an elimination for lack of work, cost containment, a general reduction in force, or other reasons unrelated to job performance. An “involuntary separation from service” specifically excludes a termination of employment for cause or otherwise due to job performance or other job-related matters. Receipt of severance payments is contingent on a participant’s execution and non-revocation of a release of claims.

The following amounts reflect the severance payments our named executive officers would have been eligible to receive under the Severance Policy upon experiencing an “involuntary separation from service” on October 31, 2024:

●

Mark Skonieczny—$900,000

●

Amy Campbell—$500,000

●

Joseph LaDue —$242,000

●

Stephen Zamansky —$450,000

Change in Control Severance Agreements. Our named executive officers have each signed a CIC Agreement which provides for double-trigger payments upon a qualifying termination of employment in connection with a change in control of the Company (“Change in Control”). The termination payment upon a Change in Control shall be an amount equal to two times or three times (for the CEO) the sum of (i) the named executive officer’s base salary in effect as of the termination of employment or, if higher, the named executive officer’s base salary that was in effect immediately prior to the Change in Control, plus (ii) the greater of (x) the named executive officer’s target MIP for the Company’s fiscal year that includes the named executive officer’s termination date or (y) the executive’s target MIP for the fiscal year during which the Change in Control occurred. Additionally, the CIC Agreements provide for (i) reasonable outplacement services of up to $30,000 and (ii) continuation of hospitalization, medical and dental coverage at the expense of the Company for the earlier of (A) the 18-month anniversary of the termination date or (B) such time as the named executive officer has obtained new employment and is covered by benefits that are at least as favorable in the aggregate to the benefits that the named executive officer received prior to termination.

The termination payment shall be contingent on the named executive officer executing a general release of claims and the expiration of the revocation period applicable to the release. Except as otherwise provided in the CIC Agreements, the termination payment shall be paid to the executive in a cash lump sum as soon as practical following the named executive officer’s execution of, and expiration of the revocation period provided for in, the release. The named executive officer shall not be required to mitigate the amount of the termination payment by securing other employment or otherwise, nor will such termination payment be reduced by reason of the named executive officer securing other employment or for any other reason. If the named executive officer is entitled to the termination payment under his or her CIC Agreement, the termination payment shall be in lieu of any payments under any other severance policy or practice of the Company.

Pursuant to the CIC Agreements, following the termination of his or her employment with the Company for any reason, each named executive officer is generally subject to restrictive covenants of (i) trade secret

non-disclosure

for perpetuity; (ii) confidential information

non-disclosure

for two years;

(iii) non-solicitation

of existing or prospective clients of the Company for 24 months for the CEO and 18 months for the other named executive officers;

(iv) non-solicitation

of employees of the Company for 24 months for the CEO and 18 months for the other named executive officers; and

(v) non-competition

for 24 months for the CEO and 18 months for the other named executive officers.

The following amounts reflect the severance payments our named executive officers would have been eligible to receive under their Change in Control Severance Agreement upon experiencing a qualifying termination in connection with a Change in Control on October 31, 2024:

●

Mark Skonieczny—$5,940,000

●

Amy Campbell—$1,750,000

●

Joseph LaDue —$677,600

●

Stephen Zamansky—$1,530,000

No Single Trigger Accelerated Vesting Upon Change in Control

. Our named executive officers do not hold any unvested equity awards, including stock options, that would have vested if a change in control had occurred on October 31, 2024. For the purposes of Mr. Zamansky’s RSAs granted on October 31, 2023, in the event of both (i) a Change in Control of the Company (as defined in the CIC Agreements) and (ii) termination of employment without Cause or for Good Reason (each as defined in the CIC Agreements) within twelve (12) months following the date of such Change in Control of the Company, any unvested shares would vest immediately.

Pay versus performance

As required by Item 402(v) of Regulation

S-K,

set forth below are certain disclosures related to executive compensation and company performance based on financial performance measures selected by the SEC and the Company. For a discussion of the Company’s executive compensation policies and programs and an explanation of how executive compensation decisions are made, please refer to the “—Compensation Discussion and Analysis” section in this Proxy Statement.

The table below is required to include, for 2024, “compensation actually paid” to the CEO and the average compensation actually paid for

non-CEO

named executive officers. Compensation actually paid represents a calculation of compensation that differs significantly from the 2024 summary compensation table calculation of compensation, as well as the way in which the Company views annual compensation decisions, as discussed in the “Executive Compensation—Compensation Discussion and Analysis” section of this Proxy Statement. The below table also provides information on the Company’s cumulative total shareholder return assuming reinvestment of dividends (“TSR”), the cumulative TSR of the peer group described below, net income attributable to the Company and Adjusted EBITDA.

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Year	Summary Compensation Table Total for Current PEO (1)(2)	Summary Compensation Table Total for Former PEO (1)(2)	Compensation Actually Paid to Current PEO (3)(5)	Compensation Actually Paid to Former PEO (3)(5)	Average Summary Compensation Table Total for non-PEO Named Executive Officers (2)(4)	Average Compensation Actually Paid to non-PEO Named Executive Officers (4)(5)	Value of Initial Fixed $100 Investment Based on Total Shareholder Return (6)	Value of Initial Fixed $100 Investment Based on Peer Group Total Shareholder Return (6)	Net Income (in millions)	Adjusted EBITDA (in millions)

2024	$5,147,451	N/A	$11,588,149	N/A	$844,088	$1,135,536	$417.61	$167.38	$257.6	$162.8
2023	$5,894,245	$3,529,954	$6,963,743	$(2,012,848)	$733,276	$287,640	$188.30	$123.79	$45.3	$156.6
2022	N/A	$3,471,030	N/A	$1,717,568	$1,260,617	$1,001,188	$178.98	$120.85	$15.2	$105.1
2021	N/A	$5,874,288	N/A	$12,274,503	$1,267,080	$1,973,101	$193.65	$152.83	$44.4	$141.5

(1)	Mr. Skonieczny has served as the Company’s principal executive officer since January 27, 2023. Rodney Rushing served as the Company’s principal executive officer until January 27, 2023.

(2)	Reflects the amounts reported in the summary compensation table.

(3)	Reflects the value of equity awards calculated in accordance with the SEC methodology for determining “compensation actually paid” for 2024. Pursuant to SEC rules, the PvP Table includes the change in fair value of multiple outstanding unvested equity awards for each year shown.

(4)	The remaining non-CEO named executive officers are:

(i)

for 2024: Amy Campbell, SVP and Chief Financial Officer; Joseph LaDue, VP, Corporate Controller and Chief Accounting Officer and Stephen Zamansky, SVP, General Counsel and Secretary.

(ii)

for 2023: Joseph LaDue, VP, Corporate Controller and Chief Accounting Officer; Stephen Zamansky, SVP, General Counsel and Secretary; Stephen W. Boettinger, Former SVP, General Counsel and Secretary and Christopher M. Daniels; Former SVP, Chief Human Resources Officer. Compensation for our

non-CEO

named executive officers reflects the amounts reported in the summary compensation table.

(iii)

for 2021 and 2022: Mark Skonieczny, Former SVP, Chief Financial Officer; Stephen W. Boettinger, Former SVP, General Counsel and Secretary; Christopher M. Daniels; Former SVP, Chief Human Resources Officer.

(5)

The dollar amounts reported in these columns represent the amount of “compensation actually paid,” adjusted as follows in the table below, as determined in accordance with SEC rules. The Company does not sponsor or maintain a defined benefit plan, so no adjustment for pension benefits is included in the table below. Fair values set forth in the table below are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of the awards that vest in the covered year, which are valued as of the applicable vesting date. The reconciliation from the Summary Compensation Table to “compensation actually paid” is summarized in the table below.

(6)

TSR represents cumulative TSR for the period commencing on October 31, 2020 until October 31, 2024, October 31, 2023, October 31, 2022 and October 31, 2021, respectively. For the Peer Group, the TSR is a weighted peer group TSR which is comprised of 33.3% Russell 2000, 33.3% RV companies Thor Industries, Inc. and Winnebago Industries, Inc. (the “RV Peers”) and 33.3% specialty vehicle companies The Shyft Group, Inc., Federal Signal Corporation, Blue Bird Corporation and Oshkosh Corporation (the “Specialty Vehicles”), which RV Peers and Specialty Vehicles are the two indices that the Company uses for purpose of the stock performance graph required under Item 201(e)(1)(ii) of Regulation

S-K.

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Year	Executives	Summary Compensation Table Total (1) (a)	Grant Date Fair Value of Stock Awards Reported in Summary Compensation Table (2) (b)	Year End Fair Value of New Awards (i)	Change in Fair Value of Outstanding Unvested Awards from Prior Years (ii)	Change in Fair Value of Awards from Prior Years that Vested (iii)	Change in Fair Value of Awards from Prior Years that failed to meet the applicable vesting conditions (iv)	Total Equity Compensation Actually Paid (3) (c) = (i) + (ii) + (iii) + (iv)	Total Compensation Actually Paid (4) (d) = (a) – (b) + (c)

2024	Current PEO	$5,147,451	$2,842,611	$4,607,290	$2,053,575	$2,622,444	—	$9,283,309	$11,588,149
	Non-PEO NEO	$844,088	$221,792	$286,377	$220,394	$6,469	—	$513,239	$1,135,536
2023	Current PEO	$5,894,245	$3,509,597	$4,588,057	$68,732	$(77,694)	—	$4,579,095	$6,963,743
	Former PEO	$3,529,954	$2,590,487	—	$116,457	$(326,928)	$(2,741,844)	$(2,952,315)	$(2,012,848)
	Non-PEO NEOs	$733,276	$381,944	$185,989	$3,776	$(19,664)	$(233,793)	$(63,692)	$287,640
2022	Former PEO	$3,471,030	$2,556,830	$2,156,589	$(777,350)	$(575,871)	—	$803,368	$1,717,568
	Non-PEO NEO	$1,260,617	$811,155	$684,179	$(98,870)	$(33,581)	—	$551,727	$1,001,188
2021	Former PEO	$5,874,288	$3,810,528	$5,182,443	$4,143,718	$884,582	—	$10,210,743	$12,274,503
	Non-PEO NEO	$1,267,080	$493,164	$769,804	$408,027	$21,354	—	$1,199,185	$1,973,101

(1)	Reflects the total dollar amount reported in the Summary Compensation Table for the applicable year for each PEO and the average dollar amount reported in the Summary Compensation Table for each non-PEO named executive officer.

(2)	Reflects the total dollar amount reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year for each PEO and the average dollar amount reported in the Summary Compensation Table for each non-PEO named executive officer.

(3)	Reflects the addition (or subtraction, as applicable) of the following:

(i)

The year end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year;

(ii)

The amount of changes as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year;

(iii)

For awards that vest in the applicable year, the change in the fair value as of the vesting date from the beginning of the applicable year; and

(iv)

For awards that were granted in the prior fiscal year that failed to meet the applicable vesting conditions during the applicable year, the change in fair value.

(4)

Reflects the total dollar amount for each PEO and the average dollar amount for each

non-PEO

named executive officer. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable executive without restriction, but rather is a value calculated under applicable SEC rules.

“Compensation actually paid” compared to TSR, net income and Adjusted EBITDA

TSR, net income and Adjusted EBITDA are some indicators of the Company’s overall financial performance that may impact the value of named executive officers’ total compensation; however, other performance measures and factors are considered in setting named executive officers’ compensation. See the “Executive Compensation—Compensation Discussion and Analysis” section of this Proxy Statement for additional information. Below, please find graphical representations of the relationship between “compensation actually paid” and TSR, net income and Adjusted EBITDA.

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Company TSR increased by 122% to $417.61 in fiscal year 2024, compared to our peer group that increased by 35% to $167.38.

Net Income increased by 469% to $257.6 million in fiscal year 2024.

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Adjusted EBITDA increased by 40% to $162.8 million in fiscal year 2024.

2024 Performance Measures

The three performance measures listed below represent an unranked list of the “most important” performance measures the Company used to align compensation actually paid to the named executive officers for 2024 and company performance. While these performance measures are the most important measures the Company used to align compensation actually paid to the named executive officers for 2024 and company performance, additional performance and other measures were also used to align pay and performance. See the “Executive Compensation—Compensation Discussion and Analysis” section of this Proxy Statement for additional information.

●

Adjusted EBITDA

●

Net Working Capital

●

Net Sales

These performance measures generally reflect those used internally to measure our performance and externally to report to investors, and we believe that, taken together, they provide a measure of company growth, stockholder value and overall financial performance. We do not consider any one of the above performance measures to be the most important measure for our Company or executive compensation design.