UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under §240.14a-12
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REV Group,
Inc.
(Exact Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount previously paid:
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Form, Schedule or Registration Statement No.:
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Filing party:
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Date Filed:
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January 24, 2018
To Our Stockholders:
You are cordially invited to attend the
2018 Annual Meeting of Stockholders of REV Group, Inc. at the Milwaukee Center at 111 E. Kilbourn Avenue, Milwaukee, Wisconsin
53202 on March 7, 2018 at 10:00 a.m. local time.
The matters expected to be acted upon at
the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
Your vote is important. Please cast your
vote as soon as possible over the Internet, by telephone, or by completing and returning the enclosed proxy card in the postage-prepaid
envelope so that your shares are represented. Your vote will mean that you are represented at the Annual Meeting regardless of
whether or not you attend in person. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to
vote your shares in person.
We look forward to seeing you at the Annual
Meeting.
Sincerely,
Paul Bamatter
Chairman of the Board of the Directors
REV GROUP, INC.
111 E. KILBOURN AVENUE, SUITE 2600
MILWAUKEE, WI 53202
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 7, 2018
To the Stockholders of REV Group, Inc.:
NOTICE IS HEREBY GIVEN
that the Annual Meeting of Stockholders
(the “Annual Meeting”) of REV Group, Inc., a Delaware corporation (the “Company”), will be held on March
7, 2018, at 10:00 a.m. local time, at the Milwaukee Center at 111 E. Kilbourn Avenue, Milwaukee, Wisconsin 53202 for the following
purposes:
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1.
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to elect the three directors named in the Proxy Statement as Class I directors of REV Group, Inc., each to serve for three
years and until his successor has been elected and qualified, or until his earlier death, resignation or removal;
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2.
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to ratify the selection of RSM US LLP as our independent registered public accounting firm for the fiscal year ending October
31, 2018;
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3.
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to approve, on an advisory basis, the compensation of our named executive officers;
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4.
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to approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers;
and
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5.
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to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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The foregoing items of business are more
fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. Only stockholders who owned
common stock of the Company at the close of business on January 22, 2018 (the “Record Date”) can vote at this meeting
or any adjournments that take place.
The Board of Directors recommends that
you vote:
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1.
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FOR
the election of the director nominees named in Proposal No. 1 of the Proxy Statement;
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2.
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FOR
the ratification of the appointment of RSM US LLP, as the independent registered public accounting firm,
as described in Proposal No. 2 of the Proxy Statement;
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3.
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FOR
the
approval
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on an advisory basis, of the compensation of our named executive officers, as described in Proposal No. 3 of the Proxy Statement
;
and
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4.
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ONE YEAR
on the frequency of
future advisory votes on the compensation of our named executive officers, as described in Proposal No. 4 of the Proxy Statement.
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YOUR VOTE IS IMPORTANT. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING IN PERSON, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDING OCTOBER 31, 2017, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING
METHODS DESCRIBED IN “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN
ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES,
EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.
Notice and Access
The Notice of Annual Meeting of Stockholders
to be held on March 7, 2018, the accompanying Proxy Statement and the Company’s 2017 Annual Report on Form 10-K are available,
free of charge, at www.edocumentview.com/REVG.
The Notice contains instructions on how
to access our proxy materials and vote over the internet at www.investorvote.com/REVG and how stockholders can receive a paper
copy of our proxy materials, including the
accompanying Proxy Statement, a proxy card
or voting instruction card and our 2017 Annual Report on Form 10-K. At www.computershare.com/investor, stockholders can also request
to receive future proxy materials in printed form by mail or electronically by email.
By Order of the Board of Directors
/s/ Tim Sullivan
Tim Sullivan
Chief Executive Officer
Milwaukee, Wisconsin
January 24, 2018
table
of contents
Page
Information About the Proxy Process and Voting
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2
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Proposal No. 1 Election of Directors
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6
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Proposal No. 2 Ratification of Selection of Independent Registered Public Accounting Firm
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8
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Proposal No. 3 Advisory Vote On the Compensation of Our Named Executive Officers
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Proposal No. 4 Advisory Vote On the Frequency of Future Advisory Votes On the Compensation of Our Named Executive Officers
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Corporate Governance
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Certain Relationships and Related Party Transactions
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Directors
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Executive Compensation
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Director Compensation
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Security Ownership of Certain Beneficial Owners and Management
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Section 16(A) Beneficial Ownership Reporting Compliance
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Report of the Audit Committee of the Board of Directors
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Additional Information
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REV GROUP, INC.
111 E. KILBOURN AVENUE, SUITE 2600
MILWAUKEE, WI 53202
PROXY STATEMENT
FOR THE 2018 ANNUAL MEETING OF STOCKHOLDERS
MARCH 7, 2018
We have sent you this Proxy Statement and
the enclosed Proxy Card because the Board of Directors (the “Board”) of REV Group, Inc. (referred to herein as the
“Company,” “REV,” “we,” “us” or “our”) is soliciting your proxy to
vote at our 2018 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, March 7, 2018, at 10:00
a.m. local time, at the Milwaukee Center at 111 E. Kilbourn Avenue, Milwaukee, Wisconsin 53202.
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This Proxy Statement summarizes information about the proposals to be considered at the Annual Meeting and other information
you may find useful in determining how to vote.
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The Proxy Card is the means by which you actually authorize another person to vote your shares in accordance with your instructions.
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In addition to solicitations by mail, our
directors, officers and employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews.
All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy
soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses
incurred in connection with the distribution of proxy materials.
Pursuant to the rules adopted by the Securities
and Exchange Commission (the “SEC”), we have elected to provide access to our Annual Meeting materials, which include
this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended October 31, 2017 (the “Form 10-K”),
over the internet in lieu of mailing printed copies. We will begin mailing the Notice of Internet Availability to our stockholders
of record as of January 22, 2018 (the “Record Date”) for the first time on or about January 24, 2018. The Notice of
Internet Availability will contain instructions on how to access and review the Annual Meeting materials and will also contain
instructions on how to request a printed copy of the Annual Meeting materials. In addition, we have provided brokers, dealers,
banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials and the Form 10-K so
that our record holders can supply these materials to the beneficial owners of shares of our common stock as of the Record Date.
The Form 10-K is also available in the “Investors” section of our website at
investors.revgroup.com
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Information
About the Proxy Process and Voting
Why am I receiving these materials?
We have made this Proxy Statement and Proxy
Card available to you on the internet or have delivered printed proxy materials to you, because the Board is soliciting your proxy
to vote at the Annual Meeting, including at any adjournments or postponements of the Annual Meeting. You are invited to attend
the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting
to vote your shares. Instead, you may simply complete, sign and return the Proxy Card, or follow the instructions below to submit
your proxy over the telephone or on the internet.
This Proxy Statement, the Notice of Internet
Availability, the Notice of Annual Meeting and the accompanying Proxy Card were first made available for access by our stockholders
on or about January 24, 2018 to all stockholders of record entitled to vote at the Annual Meeting.
Who can vote at the Annual Meeting?
The only outstanding voting securities
of REV are shares of common stock, $0.001 par value per share (the “common stock”), of which there were 64,542,061
shares outstanding as of January 12, 2018. Only stockholders of record at the close of business on the Record Date will be entitled
to vote at the Annual Meeting.
Stockholder of Record: Shares Registered
in Your Name
If you are a stockholder of record, you
may vote in person at the Annual Meeting. Alternatively, you may vote by proxy by using the accompanying Proxy Card, over the internet
or by telephone. Whether or not you plan to attend the Annual Meeting, we encourage you to vote by proxy to ensure your vote is
counted. Even if you have submitted a proxy before the Annual Meeting, you may still attend the Annual Meeting and vote in person.
In such case, your previously submitted proxy will be disregarded.
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To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive.
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To vote using the Proxy Card, simply complete, sign and date the accompanying Proxy Card and return it promptly in the envelope
provided. If you return your signed Proxy Card to us before the Annual Meeting, we will vote your shares in accordance with the
Proxy Card.
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To vote by proxy over the internet, follow the instructions provided on the Notice of Internet Availability.
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To vote by telephone, you may vote by proxy by calling the toll free number found on the Notice of Internet Availability.
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Beneficial Owner: Shares Registered in
the Name of a Broker, Bank or Other Agent
If, on the Record Date, your shares were
held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares
held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding
your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have
the right to direct your broker or other agent on how to vote the shares in your account.
If you are a beneficial owner as described
above, you should have received a Proxy Card and voting instructions with these proxy materials from the brokerage firm, bank,
dealer or other similar organization that holds your shares, rather than from us. Simply complete and mail the Proxy Card to ensure
that your vote is counted. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank, dealer
or other agent and follow the accompanying instructions included with these proxy materials.
We provide internet proxy voting to allow
you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions.
However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet
access providers and telephone companies.
How do I vote?
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For Proposal No. 1, you may either vote “For” all of the Class I nominees to the Board or you may “Withhold”
your vote for any nominee you specify.
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For Proposal No. 2, you may either vote “For” or “Against” or abstain from voting.
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For Proposal No. 3, you may either vote “For” or “Against” or abstain from voting.
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For Proposal No. 4, you may either vote “One Year,” “Two Years,” “Three Years” or abstain
from voting.
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Please note that by casting your vote by
proxy you are authorizing the individuals listed on the Proxy Card to vote your shares in accordance with your instructions and
in their discretion with respect to any other matter that properly comes before the Annual Meeting or any adjournments or postponements
thereof.
How are votes counted?
Votes
will be counted by the
Inspector of Election
appointed
for the Annual Meeting, who will separately count:
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For Proposal
No.
1,
votes “For,” “Withheld” and broker non-votes.
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For
Proposal No.
2
and Proposal No. 3, votes “For” and “Against,” abstentions and broker non-votes. Abstentions on Proposal
No.
2 and Proposal No. 3 will be counted
towards the vote and will have the same effect as “Against” votes.
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For
Proposal
No.
4, votes for the frequency of every “One Year,” “Two Years,” or “Three Years,” abstentions
and broker non-votes. Abstentions will have the same effect as votes against each frequency provided as an option in the proposal.
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What are “broker non-votes”?
If your shares are held by your broker
as your nominee (that is, in “street name”), you will need to obtain a proxy form from the institution that holds your
shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not
give instructions to your broker, your broker can vote your shares with respect to “routine” items, but not with respect
to “non-routine” items. See below for more information regarding: “
Which ballot measures are considered “routine”
or “non-routine”?
”
Broker non-votes occur when a beneficial
owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to
how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of
the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not
provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be
“routine,” but not with respect to “non-routine” matters. In the event that a broker, bank, custodian,
nominee or other record holder of common stock indicates on a proxy that it does not have discretionary authority to vote certain
shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. Accordingly,
if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that
your vote is counted on each of the proposals.
Which ballot measures are considered “routine”
or “non-routine?”
Proposals
No.
1, Proposal
No.
3 and Proposal
No.
4 are considered “non-routine”
under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there
will be broker non-votes on Proposal
No.
1,
Proposal
No.
3 or Proposal
No.
4.
Proposal
No.
2, the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal
year ending October 31, 2018, is considered “routine” under applicable rules. A broker or other nominee may generally
vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal
No.
2.
How many votes are needed to approve the proposal?
With respect to Proposal
No.
1, directors are elected by a plurality of the votes cast. This means that the three individuals nominated for election
to the Board who receive the most “FOR” votes (among votes properly cast in person or by proxy) will be elected. Abstentions
and broker votes will not affect the outcome of the election of directors.
With respect to Proposal
No.
2, the affirmative vote of the majority of votes cast is required for approval. This is a routine proposal and therefore
we do not expect any broker non-votes.
With respect to Proposal
No.
3, the affirmative vote of the majority of votes cast is required for approval.
With respect to Proposal
No.
4, the affirmative vote of the majority of votes cast is required for approval. If no frequency receives the foregoing vote,
then we will consider the frequency that receives the highest number of votes cast by the stockholders to be the frequency recommended
by our stockholders.
How many votes do I have?
On each matter to be voted upon, you have
one vote for each share of common stock you own as of the Record Date.
What if I return a Proxy Card but do not make specific
choices?
If we receive a signed and dated Proxy
Card and the Proxy Card does not specify how your shares are to be voted, your shares will be voted “For” the election
of each of the three nominees for director, “For” the ratification of the appointment of RSM US LLP as our independent
registered public accounting firm, “For” the approval of the compensation of our named executive officers and “One
Year” on the frequency of future advisory votes on the compensation of our named executive officers. If any other matter
is properly presented at the Annual Meeting, your proxy (one of the individuals named on your Proxy Card) will vote your shares
in his or her discretion.
What does it mean if I receive more than one set of materials?
If you receive more than one set of materials,
your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own,
you must either sign and return all of the Proxy Cards or follow the instructions for any alternative voting procedure on each
of the Proxy Cards.
Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time
before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one
of three ways:
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You may submit another properly completed proxy with a later date.
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You may send a written notice that you are revoking your proxy to Pamela Krop, Secretary of the Board at 1441 Brickell Avenue,
Suite 1007, Miami, Florida 33131.
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You may attend the Annual Meeting and vote in person. Simply attending the Annual Meeting will not, by itself, revoke your
proxy.
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If your shares are held by your broker,
bank or other agent, you should follow the instructions provided by them.
When are stockholder proposals due for next year’s
Annual Meeting?
To be considered for inclusion in next
year’s proxy materials, your proposal must be submitted in writing by November 20, 2018 to Pamela Krop, Secretary of the
Board at 1441 Brickell Avenue, Suite 1007, Miami, Florida 33131. Pursuant to our amended and restated bylaws, in order for a stockholder
to present a proposal at the annual meeting, other than proposals to be included in the proxy statement as described above, or
to nominate a director, you must give timely notice thereof in writing to the Secretary of the Board, which must be received between
November 7, 2018 and December 7, 2018;
provided
that if the date of that annual meeting is more than 30 days before or after March 7, 2018, notice must be received not later than
the 70th day prior to the annual meeting date or the 10th day following the day on which public disclosure of the 2019 annual meeting
date is first made. You are also advised to review our amended and restated bylaws, which contain additional requirements about
advance notice of stockholder proposals and director nominations.
What is the quorum requirement?
A quorum of stockholders is necessary to
hold a valid meeting. A quorum will be present if the holders of a majority in voting power of the shares of common stock issued
and outstanding and entitled to vote are present in person or represented by proxy at the Annual Meeting. Your shares will be counted
towards the quorum only if you submit a valid proxy or vote at the Annual Meeting. Abstentions and broker non-votes will be counted
towards the quorum requirement. If there is no quorum, either the chair of the Annual Meeting or a majority in voting power of
the stockholders entitled to vote at the Annual Meeting, present in person or represented by proxy, may adjourn the Annual Meeting
to another time or place.
How can I find out the results of the voting at the Annual
Meeting?
Voting results will be announced by the
filing of a Current Report on Form 8-K within four business days after the Annual Meeting. If final voting results are unavailable
at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.
Directions to Annual Meeting
Directions to our Annual Meeting, to be
held at the Milwaukee Center at 111 E. Kilbourn Avenue, Milwaukee, Wisconsin 53202, are available at www.revgroup.com.
Proposal
No. 1
Election of Directors
The Company’s Board is presently
composed of nine members, who are divided into three classes, designated as Class I, Class II and Class III. One class of directors
is elected by the stockholders at each annual meeting to serve a three-year term. Class I directors are John Canan, Charles Dutil
and Donn Viola; Class II directors are Justin Fish, Joel Rotroff and Tim Sullivan; and Class III directors are Paul Bamatter, Dino
Cusumano and Kim Marvin.
Class I directors standing for re-election
at the Annual Meeting are John Canan, Charles Dutil and Donn Viola. Class II and Class III directors will stand for election at
the 2019 and 2020 annual meetings of stockholders, respectively.
Each of the nominees for election to Class
I is currently a director of the Company. If elected at the Annual Meeting, each nominee would serve for three years and until
his successor is duly elected and qualified, or until his earlier death, resignation or removal. If any nominee is unable or unwilling
to be a candidate for election, the Board may appoint another nominee or reduce the size of the Board.
The following table sets forth information
for the nominees who are currently standing for reelection:
Name
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Age
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Director
Since
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Jean Marie “John” Canan(1)
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61
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2016
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Charles Dutil(1)
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51
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2016
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Donn Viola(1)(2)
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72
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2008
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(1)
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Member of the audit committee
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(2)
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Member of the compensation committee
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Set forth below is biographical information
for the nominees. The following includes certain information regarding the nominees’ individual experience, qualifications,
attributes and skills that led the Board to conclude that they should serve as a director.
Jean Marie “John” Canan
Mr. Canan brings over 34 years of strategic,
business development and financial leadership experience to REV. Mr. Canan recently retired from Merck & Co., Inc., where he
held a number of positions, including Senior Vice President, Global Controller and Chief Accounting Officer. Mr. Canan is also
a member of the Board of Directors of Acasti Pharma, where he chairs the Audit Committee. Mr. Canan serves on the Board of Trustees
and is Chairman of the Audit & Risk Committee of the 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. Because of his over 34 years of strategic,
business development and financial expertise, we believe Mr. Canan is well-qualified to serve on our Board.
Charles Dutil
Mr. Dutil brings over 25 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 Fondation Nordiques and Béton Bolduc Inc. Previously, he was a Director of the
Groupe Environnemental Labrie Inc., the Truck Trailer Manufacturers’ Association, FIER Entrepreneur, Fondation du Centre
de Réadaptation Physique Chaudière-Appalaches and Groupe Harnois. Mr. Dutil is a graduate of HEC Montréal
and Western Business School. Because of his extensive business experience, we believe Mr. Dutil is well-qualified to serve on our
Board.
Donn Viola
Mr. Viola was the Chief Operating Officer
of Donnelly Corporation from 1996 until his retirement in 2002. Prior to this, he served as Chief Operating Officer and as a director
of Mack Trucks Inc. Mr. Viola is currently on the Boards of Directors of Unique Fabricating, Inc. and Defiance Metal Products,
Inc. He previously served on the
Boards of Directors of Manac Inc. and Williams
Controls, Inc. Mr. Viola holds a bachelor of science in mechanical engineering from Lehigh University. Because of his extensive
management background, we believe Mr. Viola is well-qualified to serve on our Board.
THE BOARD RECOMMENDS A VOTE
FOR
THE ELECTION OF EACH OF THE ABOVE-NAMED CLASS I NOMINEES
Proposal
No. 2
Ratification of Selection of Independent Registered Public Accounting Firm
The audit committee of our Board has engaged
RSM US LLP (“RSM”), as our independent registered public accounting firm for the fiscal year ending October 31, 2018
(“fiscal year 2018”), and is seeking ratification of such selection by our stockholders at the Annual Meeting. RSM
has audited our financial statements for each of our fiscal years since 2010. Representatives of RSM are expected to be present
at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to
appropriate questions.
Neither our amended and restated bylaws
nor other governing documents or applicable law require stockholder ratification of the selection of RSM as our independent registered
public accounting firm. However, the audit committee is submitting the selection of RSM to our stockholders for ratification as
a matter of good corporate practice. If our stockholders fail to ratify the selection, the audit committee will reconsider whether
or not to retain RSM. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a
different independent registered public accounting firm at any time during the year if they determine that such a change would
be in the best interests of the Company and our stockholders.
Principal Accountant Fees and Services
The following table provides information
regarding the fees incurred to RSM during the fiscal years ended October 31, 2017 (“fiscal year 2017”) and October
29, 2016 (“fiscal year 2016”). The audit committee approved all of the fees described below.
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Fiscal Year Ended
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October 31, 2017
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October 29, 2016
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(in thousands)
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Audit Fees(1)
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$
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1,381
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$
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1,326
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Tax Fees
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—
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—
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Audit-Related Fee(2)
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149
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445
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All Other Fees
|
|
|
—
|
|
|
|
—
|
|
Total Fees
|
|
$
|
1,530
|
|
|
$
|
1,771
|
|
|
(1)
|
Audit fees of RSM for fiscal years 2017 and 2016 were
for professional services rendered for the audits of our financial statements, including accounting consultation and reviews of
quarterly financial statements.
|
|
(2)
|
Fees for fiscal year 2017 includes $0.1 million for services
associated with our secondary stock offering in October 2017. Fees for fiscal year 2016 includes $0.4 million for services associated
with our initial public offering (the “IPO”), which was completed in January 2017.
|
Pre-Approval Policies and Procedures
The audit committee or a delegate of the
audit committee, to the extent permitted by applicable laws, pre-approves, or provides pursuant to pre-approvals policies and procedures
for the pre-approval of, all audit and non-audit services provided by its independent registered public accounting firm. This policy
is set forth in the charter of the audit committee and is available at www.revgroup.com.
The audit committee approved all of the
audit, audit-related, tax and other services provided by RSM since our IPO in January 2017 and the estimated costs of those services.
Actual amounts billed, to the extent in excess of the estimated amounts, are periodically reviewed and approved by the audit committee.
THE BOARD RECOMMENDS A VOTE
FOR
RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
Proposal
No. 3
Advisory Vote On the Compensation of Our Named Executive Officers
Our
stockholders have the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our named exec
utive
officers.
As described in detail under “Executive
Compensation—Compensation Discussion and Analysis,” our executive compensation programs are designed to attract, retain
and motivate our named executive officers, who are critical to our success. Please read “Executive Compensation—Compensation
Discussion and Analysis” beginning on page 21 of this proxy statement for additional details about our executive compensation
programs.
As required pursuant to Section 14A of
the Securities Exchange Act of 1934, we are asking our stockholders to indicate their support for our named executive officer compensation
as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders
the opportunity to express their views on the compensation of our
named
executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation
of our named executive officers and our compensation philosophy, policies and practices for named executive officers described
in this proxy statement. Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the Annual
Meeting:
“
RESOLVED
,
that the Company’s stockholders approve, by a non-binding advisory vote, the compensation of the named executive officers,
as disclosed in the Company’s Proxy Statement for the 2018 Annual Meeting of Stockholders pursuant to the compensation disclosure
rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and
narrative discussion.”
The say-on-pay vote is advisory, and therefore
not binding on the Company, the Board or the compensation committee. However, the Board and the compensation committee value the
opinions of our stockholders and intend to consider our stockholders’ views regarding our executive compensation programs.
THE BOARD RECOMMENDS A VOTE
FOR
THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
Proposal
No. 4
Advisory Vote On the Frequency of Future Advisory Votes On the Compensation of Our Named Executive Officers
As required pursuant to Section 14A of
the Securities Exchange Act of 1934, we are providing
stockholders the
opportunity to vote, on a non-binding basis, to advise our Board on how frequently we should hold an advisory vote on the compensation
of our named executive officers. By voting on this Proposal 4, stockholders
may indicate whether they would prefer an advisory
vote on named executive officer compensation once every one, two or three years.
After careful consideration of this Proposal
4, the Board has determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative
for the Company, and therefore the Board recommends that you vote for a one-year interval for the advisory vote on executive compensation.
In formulating its recommendation, the
Board considered that an annual advisory vote on executive compensation will allow our stockholders to provide us with their direct
input on our compensation philosophy, policies and practices as disclosed in the proxy statement every year. We understand that
our stockholders may have different views as to what the best approach is for the Company, and we look forward to hearing from
our stockholders on this Proposal.
You may cast your vote for your preferred
voting frequency by choosing the option of one year, two years, three years or you may abstain from voting on this proposal.
This “say-on-frequency” vote
is advisory, and therefore not binding on the Company, the Board or the compensation committee. However, the Board and the compensation
committee value the opinions of our stockholders and intend to consider our stockholders’ views regarding how often they
should have the opportunity to approve our executive compensation programs.
THE BOARD RECOMMENDS A VOTE FOR
ONE
YEAR
FOR THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
Corporate
Governance
Corporate Governance
Board Composition
Our business and affairs are managed under
the direction of our Board. Our Board is currently composed of nine directors. The number of directors is fixed by our Board, subject
to the terms of our amended and restated certificate of incorporation and our amended and restated bylaws.
Our amended and restated certificate of
incorporation and our amended and restated bylaws provide for a classified Board consisting of three classes of directors, each
serving staggered three-year terms as follows:
(1) Our Class I directors are Messrs.
Canan, Dutil and Viola, and they are nominated for re-election at the Annual Meeting.
(2) Our Class II directors are Messrs.
Fish, Rotroff and Sullivan, and their terms will expire at the second annual meeting of stockholders in 2019.
(3) Our Class III directors are Messrs.
Bamatter, Cusumano and Marvin, and their terms will expire at the third annual meeting of stockholders in 2020.
At each annual meeting of stockholders,
upon the expiration of the term of a class of directors, the successor to each such director in the class will be elected to serve
from the time of election and qualification until the third annual meeting following his or her election and until his or her successor
is duly elected and qualified. Any additional directorships resulting from an increase in the number of directors will be distributed
among the three classes so that, as nearly as possible, each class will consist of one-third of our directors.
Controlled Company Exemption
Certain funds affiliated with AIP CF IV,
LLC, which we collectively refer to as “American Industrial Partners” or “AIP,” control more than a majority
of the voting power of our common stock eligible to vote in the election of directors. As a result, we are a “controlled
company” within the meaning of the corporate governance standards of the NYSE and have elected not to comply with certain corporate
governance standards, including the requirements that the board be composed of a majority of independent directors and that the
compensation committee and nominating and corporate governance committee are composed entirely of independent directors.
The Board has affirmatively determined
that Messrs. Canan, Dutil and Viola meet the definition of “independent director” under the applicable rules and regulations
of the SEC and the applicable listing standards of the NYSE. As such, our audit committee is composed of independent directors.
Committees of the Board of Directors
Our Board has three standing committees:
the audit committee, the compensation committee and the nominating and corporate governance committee. The charter of each committee
is available on our website at www.revgroup.com.
Audit Committee
Our audit committee is composed of Messrs.
Canan, Dutil and Viola, with Mr. Canan serving as chairman of the committee. Our Board has determined that each member
of the audit committee meets the independence requirements under the applicable rules and regulations of the SEC and the applicable
listing standards of the NYSE and all members of the audit committee meet the financial literacy requirements under the
applicable rules and regulations of the SEC and the applicable listing standards of the NYSE. Our Board has determined that all
members qualify as “audit committee financial experts” as defined under SEC rules.
The audit committee’s responsibilities
include, among other things:
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•
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appointing, approving the compensation of, and assessing
the qualifications, performance and
|
independence
of our independent registered public accounting firm;
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•
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pre-approving audit and permissible non-audit services,
and the terms of such services, to be provided by our independent registered public accounting firm;
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•
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reviewing the internal audit plan with the independent
registered public accounting firm and members of management responsible for preparing our consolidated financial statements;
|
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•
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reviewing and discussing with management and the independent
registered public accounting firm our annual and quarterly consolidated financial statements and related disclosures, as well
as critical accounting policies and practices used by us;
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•
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reviewing the adequacy and effectiveness of our internal
control over financial reporting;
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•
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establishing policies and procedures for the receipt
and retention of accounting-related complaints and concerns;
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•
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monitoring the effectiveness of our compliance policies
and our compliance with legal and regulatory requirements particularly as they relate to our consolidated financial statements
and accounting matters;
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•
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reviewing our policies on risk assessment and risk
management;
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•
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preparing the audit committee report required by the
rules of the SEC to be included in our annual proxy statement;
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•
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periodically reviewing matters relating to our finance,
treasury and tax activities; and
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•
|
reviewing all related party transactions for potential
conflict of interest situations and approving any such transactions.
|
Compensation Committee
Our compensation committee is composed
of Messrs. Bamatter, Cusumano and Viola, with Mr. Cusumano serving as chairman of the committee. Our Board has determined
that Mr. Viola meets the independence requirements under the applicable rules and regulations of the SEC and the applicable
listing standards of the NYSE. The compensation committee’s responsibilities include, among other things:
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•
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annually reviewing and approving corporate goals and
objectives relevant to the compensation of our chief executive officer;
|
|
•
|
evaluating the performance of our chief executive
officer in light of such corporate goals and objectives and determining and approving the compensation of our chief executive
officer;
|
|
•
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reviewing and making recommendations to the Board
with respect to the compensation of our other executive officers;
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•
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appointing, compensating and overseeing the work of
any compensation consultant, legal counsel or other advisor retained by the compensation committee;
|
|
•
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assessing the independence or the existence of any
conflict of interest with respect to any compensation consultant, legal counsel or other advisor retained by the compensation
committee in accordance with the applicable rules and regulations of the SEC and the applicable listing standards of the NYSE;
|
|
•
|
reviewing and establishing our overall management
compensation philosophy and reviewing our executive compensation programs, including our retirement benefits, to determine that
they are aligned with our philosophy;
|
|
•
|
overseeing and administering our equity compensation
arrangements and similar plans;
|
|
•
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reviewing and approving our policies and procedures
for the grant of equity-based awards;
|
|
•
|
reviewing and making recommendations to the Board
with respect to director compensation; and
|
|
•
|
reviewing and discussing with management the compensation
discussion and analysis, and preparing the
|
compensation
committee report, to be included in our annual proxy statement or Annual Report on Form 10-K.
Nominating and Corporate Governance Committee
Our nominating and corporate governance
committee is composed of Messrs. Bamatter, Fish and Rotroff, with Mr. Bamatter serving as chairman of the committee. The
nominating and corporate governance committee’s responsibilities include:
|
•
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identifying and evaluating Board of Director candidates,
including nominees recommended by stockholders, taking into account each candidate’s ability, judgment and experience and
the overall diversity and composition of the Board ;
|
|
•
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identifying individuals qualified to become members
of the Board;
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|
•
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recommending to the Board the persons to be nominated
for election as directors and to each of the Board’s committees;
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•
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developing, recommending approval of, and periodically
reviewing a set of corporate governance principles that comply with the applicable listing standards of the NYSE;
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•
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articulating to each director what is expected, including
reference to the corporate governance principles and directors’ duties and responsibilities;
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•
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reviewing and recommending to the Board practices
and policies with respect to the evaluation of directors and the CEO, and overseeing the evaluation process;
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|
•
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considering and reporting to the Board any questions
of possible conflicts of interest of board of directors members;
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|
•
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providing for new director orientation and continuing
education for existing directors on a periodic basis; and
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•
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overseeing management’s practices, procedures
and plans relating to succession planning.
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Compensation Committee Interlocks and Insider Participation
Mr. Bamatter served as our corporate
secretary in fiscal year 2014 and as a vice president of certain of our subsidiaries from 2008 to August 2016. Mr. Cusumano
served as a vice president of certain of our subsidiaries from 2008 until February 2016. No other members of our compensation committee
has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves,
or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one
or more executive officers serving on our Board or compensation committee.
Board Leadership Structure and Role in Risk Oversight
Our Board is currently responsible for
overseeing our risk management process. The Board focuses on our general risk management strategy and the most significant risks
facing us and ensures that appropriate risk mitigation strategies are implemented by management. The Board is also apprised of
particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.
In particular, our Board is responsible
for monitoring and assessing strategic risk exposure, our Audit Committee is responsible for overseeing our major financial risk
exposures and the steps our management has taken to monitor and control these exposures and our compensation committee has taken
to assess and monitor whether any of our compensation policies and programs has the potential to encourage unnecessary risk-taking.
In addition, our Audit Committee oversees any related-party transactions.
We currently separate the positions of
Chief Executive Officer and Chairman of the Board. The Board believes that such structure is in the best interest of the Company
at this time, as it allows for a more effective monitoring and
objective evaluation of the performance of
management. The Chairman of the Board also acts as the presiding director during executive sessions.
Corporate Governance Guidelines and Code of Conduct
We have adopted corporate governance guidelines
and a code of conduct that applies to all of our employees, officers and directors, including those officers responsible for financial
reporting. Our corporate governance guidelines and code of conduct are available on our website. We intend to disclose any amendments
to such documents, or any waivers of their requirements, on our website.
Meetings of the Board, Board and Committee Member Attendance
and Annual Meeting Attendance
Our Board met five times during
fiscal year 2017. The audit committee met four times, the compensation committee met three times and the nominating and
corporate governance committee met four times. During fiscal year 2017, each Board member attended at least 75% of the
meetings of the Board and of the committees of the Board on which he served. We encourage all of our directors and nominees
for director to attend our annual meeting of stockholders; however, attendance is not mandatory.
Stockholder Communications with the Board
Should stockholders wish to communicate
with the Board or any specified individual directors, including with respect to recommendations for director nominees, such correspondence
should be sent to the attention of Pamela Krop, Secretary of the Board, at 1441 Brickell Avenue, Suite 1007, Miami, Florida 33131.
The Secretary of the Board will forward correspondence relating to a director’s duties or responsibilities to the specified
recipient. Correspondence that is unrelated to a director’s duties and responsibilities may be discarded or otherwise addressed
by the Secretary.
Certain
Relationships and Related Party 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:
|
·
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the amounts involved exceeded or will exceed $120,000; and
|
|
·
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any of our directors, executive officers or holders of more than 5% of our common stock, or an affiliate or immediate family
member thereof, had or will have a direct or indirect material interest.
|
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.”
Amended and Restated Shareholders Agreement
We are party to an amended and restated
shareholders agreement with AIP, entities affiliated with J.P. Morgan Securities LLC (the “JPM Holders”) and certain
of our existing stockholders (the “Shareholders Agreement”) that we entered into in connection with our IPO. Pursuant
to the Shareholders Agreement, AIP has the following rights so long as it beneficially owns at least 15% of the then outstanding
shares of our common stock:
|
•
|
|
to nominate the greater of five members of the Board or a majority of directors;
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•
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to designate the Chairman of our Board and one member to each of the audit committee, the compensation committee and the nominating and corporate governance committee;
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•
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to approve the commencement of any proceeding for the voluntary dissolution, winding up or bankruptcy of the Company or any material subsidiary;
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•
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to approve any non-pro rata reduction to the share capital of the Company or any material subsidiary, except as required by law;
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•
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to approve amendments to the amended and restated certificate of incorporate and amended and restated bylaws that would change the name of the Company, its jurisdiction of incorporation, the location of its principal executive offices, the purpose or purposes for which the Company is incorporated or the approval requirements as provided in the Shareholders Agreement;
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•
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to approve special dividends greater than $10 million;
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•
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to approve any merger, amalgamation or consolidation of the Company or the spin-off of a business of the Company with assets in excess of 15% of the consolidated assets or revenues of the Company and its subsidiaries;
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•
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the sale, conveyance, transfer or other disposition of all or more than 15% of the consolidated assets or revenues of the Company and its subsidiaries; and
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•
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any designation to the Board contrary to the Shareholders Agreement or the amended and restated certificate of incorporation and amended and restated bylaws.
|
In addition, for so long as AIP beneficially
owns at least 15% of the then outstanding shares of our common stock, AIP is entitled to certain information rights, including
the right to consult with and advise senior management, to receive quarterly and annual financial statements and to review our
books and records. We are also required to cooperate with AIP in connection with certain pledges of our shares or grants of
security interests in respect thereof, including in connection with margin loans.
The Shareholders Agreement also provides
for the reimbursement of certain expenses that AIP incurs in connection with providing management services to us. During fiscal
year 2017, reimbursements of expenses to AIP for management services totaled $0.6 million.
The Shareholders Agreement will automatically
terminate when AIP ceases to beneficially own, directly or indirectly, at least 15% of the then outstanding shares of our common
stock.
Registration Rights Agreement
We are party to
a registration rights agreement with AIP, the JPM Funds and certain other existing stockholders (each, a “Stockholder”
and together, the “Stockholders”), each of which is entitled to certain demand and piggyback registration rights. As
of January 12, 2018, the Stockholders held an aggregate of 36,238,528 shares
of our common stock, or approximately
56.1% of the voting power of our common stock outstanding. The registration rights described below will expire on the date on which
the securities subject to the registration rights agreement may be sold by the holder in a single transaction pursuant to Rule
144 promulgated under the Securities Act.
Demand Registration
Rights
. Subject to certain requirements and other limitations in the registration rights agreement, AIP and any other Stockholder
or group of Stockholders holding at least 50% of the outstanding shares of our common stock may request that we register all or
a portion of their shares. Any such request must cover a quantity of shares with an anticipated aggregate offering price of at
least $50.0 million. To the extent we are a well-known seasoned issuer, the Stockholders making a demand registration may
also request that we file an automatic shelf registration statement on Form S-3 that covers the registrable securities
requested to be registered. Depending on certain conditions, we may defer a demand registration for up to 90 days in any twelve-month
period.
Piggyback Registration
Rights
. In the event that we propose to register any of our securities under the Securities Act, either for our account or
for the account of our other security holders, the Stockholders will be entitled to certain piggyback registration rights allowing
each to include its shares in the registration, subject to certain marketing and other limitations. As a result, whenever we propose
to file a registration statement under the Securities Act, the holders of these shares are entitled to notice of the registration.
Transfer Restrictions
. The
registration rights agreement will contain certain transfer restrictions applicable to the parties thereto. Without the consent
of AIP, and subject to certain exceptions, no party to the registration rights agreement will be permitted to transfer their shares
of our common stock except in a registered offering being conducted pursuant to, and in accordance with the terms of, the registration
rights agreement.
Expenses; Indemnification
. The
registration rights agreement provides that we must pay all registration expenses (other than the underwriting discounts and commissions)
in connection with effecting any demand registration or shelf registration. The registration rights agreement contains customary
indemnification and contribution provisions.
Other Transactions with our Executive Officers, Directors
and 5% Stockholders
In December 2014, we engaged an information
technology, software and consulting company in which our CEO had a material equity interest. The consulting company has provided
software development and installation services to us. During fiscal year 2017, we incurred $1.1 million of net costs relating to
such services. Our CEO has recused himself from receiving any direct economic benefit from the payments made to the consulting
company for the services rendered to us. On October 27, 2017, the consulting company was sold to an unrelated third party and therefore
any future consulting business that we undertake with the consulting company will not be considered a related party transaction.
Employment Agreements
Please see “Executive Compensation”
for information on the compensation and employment arrangements with our executive officers.
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 each of 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.
There is currently no pending litigation
or proceeding involving any of our directors, officers or employees for which indemnification is being sought.
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 party 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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•
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the related person’s relationship to us and
interest in the transaction;
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|
•
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the material facts of the proposed transaction, including
the proposed aggregate value of the transaction;
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•
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the impact on a director’s independence in the
event the related person is a director or an immediate family member of the director;
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•
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the benefits to us of the proposed transaction;
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•
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if applicable, the availability of other sources of
comparable products or services; and
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•
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an assessment of whether the proposed transaction
is on terms that are comparable to the terms available to an unrelated third party or to employees generally.
|
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.
Directors
The following table sets forth the name,
age as of January 24, 2018 and position of the individuals who currently serve as the directors of REV Group, Inc. 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. The Board does not have a specific diversity policy, but considers diversity of
professional experiences in evaluating candidates for Board membership.
Name
|
Age
|
Position
|
Tim Sullivan
|
64
|
Chief Executive Officer and Director
|
Paul Bamatter(2)(3)
|
61
|
Director, Chairman
|
Jean Marie “John” Canan(1)
|
61
|
Director
|
Dino Cusumano(2)
|
43
|
Director
|
Charles Dutil(1)
|
51
|
Director
|
Justin Fish(3)
|
35
|
Director
|
Kim Marvin
|
56
|
Director
|
Joel Rotroff(3)
|
35
|
Director
|
Donn Viola(1)(2)
|
72
|
Director
|
(1)
Member of the audit committee
(2) Member of the compensation
committee
(3) Member of the nominating
and corporate governance committee
Tim Sullivan, Chief Executive Officer
Mr. Sullivan currently serves as Chief
Executive Officer and Director of REV, positions that he has held since August 2014. Previously, Mr. Sullivan was Chairman and
Chief Executive Officer of Gardner Denver, Inc., a manufacturer of oil and gas, medical and industrial pumps and compressors, from
2013 to 2014 and the Chairman and Chief Executive Officer of Bucyrus International, Inc., a manufacturer of mining equipment, from
2000 to 2011. In 2012, he served as a special consultant to Wisconsin’s Governor and chaired the Wisconsin Governor’s
Council on Workforce Investment and the Wisconsin Governor’s College and Workforce Readiness Council. He is a current director
of Aurora Healthcare, Carroll University and the Metropolitan Milwaukee Association of Commerce. He is a former director of Big
Brothers Big Sisters of Greater Milwaukee, Boys and Girls Clubs of Greater Milwaukee, Bucyrus International, Inc., Children’s
Hospital of Wisconsin, Cliffs Natural Resources, Inc., Crosby, Inc., Generac, Inc., the Greater Milwaukee Committee, Medical College
of Wisconsin, Milacron, Inc., Milwaukee School of Engineering, National Mining Association in Washington, D.C., Northwestern Mutual
Life Insurance Company, Southeast Wisconsin Business Health Coalition, St. Ann Center for Intergenerational Care, United Way of
Greater Milwaukee and the University of Wisconsin Milwaukee Business Advisory Council. Mr. Sullivan holds a bachelor of science
degree in business administration from Carroll University and a master of business administration degree from Arizona State University’s
Thunderbird School of International Management. Because of his deep knowledge of REV and his extensive background in the industry,
we believe Mr. Sullivan is well-qualified to serve on our Board.
Paul Bamatter, Chairman
Mr. Bamatter served as a Vice President
and Secretary of REV and many of REV’s subsidiaries from 2008 until 2016. He is also a partner and Chief Financial Officer
at AIP, an organization he joined in 2005. Previously, he served as Chief Financial Officer and Chief Operating Officer of Consoltex
Holdings, Inc. Mr. Bamatter also served as a Senior Manager at PriceWaterhouseCoopers, where he managed the worldwide audits for
several banking and manufacturing multinational businesses. Mr. Bamatter graduated from Bishop’s University with bachelor
of business administration degree in accounting and finance. Mr. Bamatter earned his Chartered Accountancy designation in Canada
in 1981. Because of his significant academic training, current and previous financial experience and his deep knowledge of REV’s
operating history, we believe Mr. Bamatter is well-qualified to serve on our Board.
Jean Marie “John” Canan
Mr. Canan brings over 34 years of strategic,
business development and financial leadership experience to REV. Mr. Canan recently retired from Merck & Co., Inc., where he
held a number of positions, including Senior Vice President, Global Controller and Chief Accounting Officer. Mr. Canan is also
a member of the Board of Directors of Acasti Pharma, where he chairs the Audit Committee. Mr. Canan serves on the Board of Trustees
and is Chairman of the Audit & Risk Committee of the 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. Because of his over 34 years of strategic,
business development and financial expertise, we believe Mr. Canan is well-qualified to serve on our Board.
Dino Cusumano
Mr. Cusumano was a Vice President of REV
from 2008 until February 2016. He is also a general partner at AIP, an organization he joined in 2000. Previously, he served in
the Investment Banking Department of J.P. Morgan & Co. Inc., where he worked on merger and acquisition and capital raising
transactions, primarily in the industrial sector. In addition, Mr. Cusumano served in the Investment Banking Department at Wedbush
Morgan Securities. Mr. Cusumano graduated from the University of Notre Dame, where he received a bachelor of business of administration
degree in finance. He is a CFA charterholder. Because of his extensive financial and investing background and his deep knowledge
of REV’s history and organization, we believe Mr. Cusumano is well-qualified to serve on our Board.
Charles Dutil
Mr. Dutil brings over 25 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 Fondation Nordiques and Béton Bolduc Inc. Previously, he was a Director of the
Groupe Environnemental Labrie Inc., the Truck Trailer Manufacturers’ Association, FIER Entrepreneur, Fondation du Centre
de Réadaptation Physique Chaudière-Appalaches and Groupe Harnois. Mr. Dutil is a graduate of HEC Montréal
and Western Business School. Because of his extensive business experience, we believe Mr. Dutil is well-qualified to serve on our
Board.
Justin Fish
Mr. Fish is a partner at AIP, an organization
he joined in 2012. Previously, he served as an investment associate for Chilton Investment Company. In addition, Mr. Fish has held
a variety of financial, supply chain and operational roles with Lear Corporation. Mr. Fish graduated from Michigan State University’s
Eli Broad College of Business with a bachelor of arts degree in finance. He holds a master of business administration degree from
the Stanford Graduate School of Business. Because of his financial, supply chain and operational expertise, we believe Mr. Fish
is well-qualified to serve on our Board.
Kim Marvin
Mr. Marvin has served as a member of our
Board since 2008. He is a general partner at AIP, an organization he joined in 1997. Previously, he served in the Mergers and Acquisitions
and Financial Institutions Groups of Goldman, Sachs & Co. Before that, he was Chief Operating Officer of the American Original
Corporation. Mr. Marvin received a bachelor of science degree in ocean engineering from the Massachusetts Institute of Technology.
He also holds a master of business administration degree from Harvard Business School. Because of his deep knowledge of REV, we
believe Mr. Marvin is well-qualified to serve on our Board.
Joel Rotroff
Mr. Rotroff has served as a member of our
Board since 2016. Mr. Rotroff joined AIP in 2012. Mr. Rotroff previously served as an analyst and associate at Baird Private Equity
from 2006 to 2010. Prior to his employment with Baird Private Equity, Mr. Rotroff worked in the Healthcare group in the Investment
Banking Division of Piper Jaffray & Co. Prior to Piper Jaffray & Co., Mr. Rotroff worked as a member of the Business Planning
team at Boston Scientific. Mr. Rotroff holds a bachelor of science degree in biomedical engineering from the University of Wisconsin,
with honors and distinction, a master of engineering degree from Duke University and a master of
business administration degree from the J.L.
Kellogg School of Management at Northwestern University. Because of his extensive financial experience, we believe Mr. Rotroff
is well-qualified to serve on our Board.
Donn Viola
Mr. Viola was the Chief Operating Officer
of Donnelly Corporation from 1996 until his retirement in 2002. Prior to this, he served as Chief Operating Officer and as a director
of Mack Trucks Inc. Mr. Viola is currently on the Boards of Directors of Unique Fabricating, Inc. and Defiance Metal Products,
Inc. He previously served on the Boards of Directors of Manac Inc. and Williams Controls, Inc. Mr. Viola holds a bachelor of science
in mechanical engineering from Lehigh University. Because of his extensive management background, we believe Mr. Viola is well-qualified
to serve on our Board.
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”). The Board determines the compensation of our executive
officers in consultation with the recommendations of the Compensation Committee.
This compensation discussion and analysis
focuses on our named 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 are executive officers who served in the roles
of our principal executive officer and principal financial officer during fiscal year 2017, as well as our three next most highly
compensated executive officers during fiscal year 2017. Our named executive officers for fiscal year 2017 were:
|
·
|
Timothy W. Sullivan, Chief Executive Officer;
|
|
·
|
Dean J. Nolden, Chief Financial Officer;
|
|
·
|
Marcus Berto, Executive Vice President;
|
|
·
|
Thomas B. Phillips, Former Chief Operations Officer; and
|
|
·
|
Pamela S. Krop, General Counsel.
|
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:
|
·
|
attract, retain and motivate high-caliber executive officers by providing a total compensation program that takes into consideration
competitive market requirements and strategic business needs;
|
|
·
|
clearly align the financial interests of executive officers with those of our stockholders;
|
|
·
|
encourage behavior consistent with our values and reinforce ethical business practices; and
|
|
·
|
appropriately reward executive officers for creating long-term stockholder value.
|
Compensation Setting Process
Our Chief Executive Officer has discretion
to recommend both the contractual and discretionary compensation of the named executive officers (other than himself) in consultation
with our Board. Our Board has historically had overall responsibility for overseeing our executive compensation policies and
compensation plans and programs. In consultation with our Chief Executive Officer, our Board reviews 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 Willis Towers Watson, PLC (“Willis Towers Watson”), with respect to executive
officer and director compensation matters (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. Compensation was
determined with the application of subjective discretion rather than by applying a specific formula or matrix to set total compensation
in relation to compensation paid by other companies. Our historical approach has been to consider competitive compensation practices
and other factors, such as how much compensation was necessary to recruit and retain an executive officer, as well as individual
performance. As we continue to gain experience as a public company, we expect that the specific direction, emphasis and components
of our executive compensation program will continue to evolve. For example, over time, we may reduce our reliance upon subjective
determinations in favor of a more empirically
based approach that could involve, among other practices, benchmarking the compensation paid to our named executive officers against
peer companies.
For the named executive officers (other
than our Chief Executive Officer), our Chief Executive Officer has considered such named executive officer’s responsibilities
and prior experience. Our Chief Executive Officer then consults with the Board on his recommendations to the Board regarding base
salary increases, formula based and discretionary bonus amounts and equity award amounts, and advises the Board 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 such 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.
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.
The Compensation Committee administers
our executive compensation program in accordance with its charter, including making recommendations to our Board for approval of
various matters.
Role of Compensation Consultant
We retained Willis Towers Watson in June
2016 to provide guidance and advice going forward on compensation-related matters, including changes to our executive and director
compensation structure following completion of the IPO. We have purchased 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 additional products and services did
not exceed $120,000 during fiscal year 2017. In connection with our engagement of Willis Towers Watson in June 2016, our Board
conducted an assessment of potential conflicts of interest of Willis Towers Watson, and no conflicts of interest relating to its
services were identified.
Risk Considerations in Our Compensation Program
We conducted an assessment of our compensation
policies and practices for our employees and concluded that these policies and practices are not reasonably likely to have a material
adverse effect on us.
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 2017, survey and
proxy data were considered in recommendations made by the CEO to the Board for increases in the base salaries of the executive
officers. These increases were consistent with market data, the experience and performance of the executive officers.
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 shareholders. For fiscal
year 2017, our named executive officers participated in the discretionary REV Group Management Incentive Plan, which we refer to
as the MIP. Under the MIP, bonus payments are based on each named executive officer’s bonus target and the Company’s
achievement of an annually established Adjusted
EBITDA target. For fiscal year 2017, the bonus targets for our named executive officers, as a percentage of base salary, were
as follows:
|
·
|
Timothy W. Sullivan—120%
|
|
·
|
Thomas B. Phillips—100%
|
Whether participants of the MIP will be
eligible to receive bonus payments is determined based on the Company’s Adjusted EBITDA results for a given period compared
to the Adjusted EBITDA target. Adjusted EBITDA is a non-GAAP metric that represents net income before interest expense,
income taxes, depreciation and amortization, adjusted for other onetime and noncash expense items. The target for fiscal year
2017 was established at $152.0 million of Adjusted EBITDA, which excludes the impact of acquisitions during the fiscal year
(“pre-acquisition Adjusted EBITDA”). A threshold performance level of 90% of this target (i.e., $136.8 million
in pre-acquisition Adjusted EBITDA) must be met before any bonus payments are made to our named executive officers. Between
90% and 100% achievement of the annual pre-acquisition Adjusted EBITDA target, MIP participants receive 50% of their individual
bonus target. At 100% achievement of the annual pre-acquisition Adjusted EBITDA target, MIP participants receive 100% of their
individual bonus target. Above 100% achievement of the annual pre-acquisition Adjusted EBITDA target, MIP participants receive
an additional 5% for every 1% increase above the pre-acquisition Adjusted EBITDA target, with the maximum bonus payment set at
200% of the individual’s bonus target (i.e., for fiscal year 2017 pre-acquisition Adjusted EBITDA of $182.4 million
(120% above the annual target) would result in a 200% bonus payout to MIP participants based on their individual MIP targets. The
Board reserves the right to adjust MIP payouts by reducing, but not increasing, the amount of the payout to the executive.
Based on the Company’s pre-acquisition
Adjusted EBITDA for fiscal year 2017 of $152.2 million, bonus payouts for fiscal year 2017 were as follows:
|
·
|
Timothy W. Sullivan—$1,056,000
|
|
·
|
Dean J. Nolden—$300,000
|
|
·
|
Thomas B. Phillips—$565,000
|
|
·
|
Pamela S. Krop—$260,000
|
Long-Term Equity Compensation
Prior to our IPO, we granted equity awards
in the form of stock options to our named executive officers under the Allied Specialty Vehicles, Inc. 2010 Long-Term Incentive
Plan (the “2010 Long-Term Incentive Plan”). In connection with our IPO, we adopted, and our shareholders approved,
a new equity compensation plan in the form of an omnibus incentive plan (the “Omnibus Plan”), which replaced the existing
2010 Long-Term Incentive Plan. In fiscal year 2017, we did not grant any options under the Omnibus Plan to our named executive
officers.
The Omnibus Plan provides for the grant
of incentive and non-qualified stock options, SARs, restricted stock, 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 the applicable award 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. The Administrator may, in its sole discretion, terminate
without the payment of any consideration, any stock options or SARs for which the exercise or hurdle price is equal to or exceeds
the per share value of the consideration to be paid in the change in control transaction.
Each of our named executive officers received
an award of stock options upon commencing employment with the Company. When determining each named executive officer’s award
of stock options, we considered the executive’s experience, responsibilities and unique leadership skills, as well as the
retentive effect of the stock option award. Other than such awards, our named executive officers have not received any additional
awards of stock options.
Our stock options provide long-term incentives
to our named executive officers while aligning their interests with our stockholders. Stock options have been granted in the
form of nonqualified stock options. These stock options generally vest in equal, annual installments over a three- or four-year
period.
We anticipate that we will continue to
use equity awards as an integral part of our executive compensation program.
Allocation Among Forms of Compensation
Historically, we have not adopted any policies
with respect to current compensation versus long-term compensation, with respect to cash versus noncash compensation or among different
forms of noncash compensation. We consider all elements as necessary for achieving our compensation objectives. Our practices
as a newly public company may vary over time.
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, cash bonus payment based on a target level of annual base salary and an initial stock option grant.
Transition Agreement
Mr. Phillips retired from the Company on October 31, 2017 and relinquished all benefits he was entitled to as an employee
of the Company. In connection with his departure from the Company, the Company and Mr. Phillips entered into an agreement
pursuant to which (i) Mr. Phillips will receive payments equal to $565,000; (ii) on December 22, 2018 Mr. Phillips received
payment of his bonus for fiscal year 2017 of $565,000; and (iii) any options awarded to him by the Company during his employment
will continue to vest through October 31, 2018, after which any unvested options awarded to Mr. Phillips by the Company during
his employment will vest. Mr. Phillips also agreed with the Company to a non-competition, non-solicitation, confidentiality
and non-disparagement agreement through October 31, 2018.
Severance and Change in Control Agreements
Our named executive officers are eligible
to participate in the REV Group Salaried Severance Policy, which we refer to as the Severance Policy. The purpose of the Severance
Policy is to provide reasonable and consistent
severance benefits to our executive officers
upon qualifying termination events. The severance payments consist of one year of base salary, as further described under
“—Potential Payments Upon Termination or Change in Control” below.
Restrictive Covenant Agreements
Each of our named executive officers is
a party to the REV Restrictive Covenant Agreement (the “Restrictive Covenant Agreement”), which provides that during
the employment period and for one year following a termination of employment, the named executive officer will not, directly or
indirectly, solicit our employees or customers. The Restrictive Covenant Agreement also prevents each named executive officer
from directly or indirectly competing with the Company during the employment period and for one year following a termination of
employment. The Restrictive Covenant Agreement contains a perpetual nondisclosure covenant.
Deferred Compensation Plan
Our named executive officers and all of
our highly compensated employees 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 cash bonus. 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. 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.
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 1% of salary contributed by a participating
employee, and a 50% matching contribution of the next 5% of salary contributed by a participating employee. Company matching contributions
begin after enrollment, and participating employees are 100% vested in such contributions upon completion of two years of service.
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
other perquisites in fiscal year 2017.
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. In
connection with our IPO, we established guidelines of equity ownership for our Chief Executive Officer equivalent to five times
his base salary and for our other
executive officers equivalent to three times
their respective base salaries. 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. The Compensation Committee reviews the stock ownership
of the executive officers on an annual basis to ensure compliance with the ownership guidelines.
Accounting and Tax Considerations
Section 280G of the Internal Revenue Code
(“Section 280G”) provides that executive officers, certain stockholders and certain other service providers could be
subject to significant additional taxes if they receive payments or benefits in connection with a change in control of our Company
that exceed certain limits. Section 409A of the Internal Revenue Code (“Section 409A”) also imposes additional significant
taxes on the individual for deferred compensation that does not meet the requirements of Section 409A. We have not provided any
named executive officer with a gross-up or other reimbursement for tax amounts the executive officer might pay pursuant
to Section 280G or Section 409A.
Section 162(m) of the Internal Revenue
Code (“Section 162(m)”) imposes a $1 million cap on federal income tax deduction for compensation paid to our
Chief Executive Officer and to certain other highly compensated officers during any fiscal year unless the compensation is “performance-based”
under Section 162(m). Under a special Section 162(m) exception, subject to certain conditions, compensation paid pursuant to a
compensation plan in existence before the effective date of our IPO will not be subject to the $1 million limitation until
the earliest of: (i) the expiration of the compensation plan, (ii) a material modification of the compensation plan (as determined
under Section 162(m)), (iii) the issuance of all the employer stock and other compensation allocated under the compensation plan,
or (iv) the first meeting of stockholders at which directors are elected after the close of the third calendar year following
the year in which the IPO occurs.
The 2017 tax reform act made changes to
Section 162(m), effective for taxable years beginning after December 31, 2017, subject to transition relief for certain arrangements
in place as of November 2, 2017. Given the uncertain scope of the transition relief and the absence of any rulemaking at this time,
the full impact of the new Section 162(m) on the Company and its compensation practices is not yet known. The Compensation Committee
will continue to monitor developments in this regard. The Compensation Committee continues to have the flexibility to pay nondeductible
compensation if it believes it is in the best interests of the Company.
When approving the amount and form of compensation
for our named executive officers in the future, our Compensation Committee will consider all elements of the cost to our Company
of providing such compensation, including the potential impact of Section 162(m). However, the Board or our Compensation Committee,
as applicable, may, in its judgment, authorize compensation payments that do not comply with the exemptions in Section 162(m) when
it believes that such payments are appropriate to attract and retain executive talent. Many other Internal Revenue Code provisions,
SEC regulations and accounting rules affect the payment of executive compensation and are generally taken into consideration as
programs are developed. Our goal is to create and maintain plans that are efficient, effective and in full compliance with
these requirements.
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.”
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 during fiscal years 2017 and 2016.
Name
and Principal Position
|
Fiscal
Year
|
Salary
($)
|
Bonus
($)(2)
|
Option
Awards
($)(3)
|
Non-equity
Incentive
Plan
Compensation
($)(4)
|
All
Other
Compensation
($)(5)(6)
|
Total
($)
|
Timothy W. Sullivan
Chief Executive Officer
|
2017
2016
|
866,153
800,000
|
—
—
|
—
—
|
1,056,000
807,369
|
9,450
9,275
|
1,931,603
1,616,644
|
Dean J. Nolden
Chief Financial Officer(1)
|
2017
2016
|
391,346
282,692
|
—
—
|
—
932,169
|
300,000
176,612
|
21,856
7,489
|
713,202
1,398,962
|
Marcus Berto
Executive Vice President
|
2017
2016
|
556,346
506,231
|
—
—
|
—
—
|
565,000
519,744
|
6,753
9,275
|
1,128,100
1,035,250
|
Thomas B. Phillips
Chief Operations Officer(1)
|
2017
2016
|
553,750
367,308
|
—
22,500
|
—
821,344
|
565,000
336,404
|
13,376
56,142
|
1,132,126
1,603,698
|
Pamela S. Krop
General Counsel(1)
|
2017
2016
|
382,692
236,538
|
—
—
|
—
289,283
|
260,000
113,536
|
10,086
9,995
|
652,778
649,352
|
|
(1)
|
Messrs. Nolden and Phillips and Ms. Krop commenced their employment with the Company in fiscal year 2016. As such, their annual
base salary amounts reflect partial amounts for fiscal year 2016.
|
|
(2)
|
Reflects fiscal year 2016 signing bonus for Mr. Phillips of $22,500.
|
|
(3)
|
Represents the aggregate grant date fair value of stock option awards calculated in accordance with FASB ASC Topic 718. The
assumptions we used in valuing stock option awards are described in Note 15 to our 2017 audited consolidated financial statements.
|
|
(4)
|
The amounts reported in this column represent the bonus amounts earned under the MIP for fiscal year 2016 and fiscal year 2017,
paid in fiscal year 2017 and fiscal year 2018, respectively. Mr. Berto’s bonus amount
was based on the target level as set forth in his offer letter. For fiscal year 2017, bonus amounts paid in fiscal year 2018 for
Messrs. Sullivan, Nolden and Phillips and Ms. Krop were based on a target level of 120%, 75%, 100% and 65% of his or her annual
base salary, respectively.
|
|
(5)
|
Reflects the following for fiscal year 2016:
|
|
(i)
|
Payment of $3,451 to Mr. Nolden and $3,937 to Ms. Krop for COBRA benefits under their respective prior employer’s
plan.
|
|
(ii)
|
Company matching contributions under the 401(k) plan in the amounts of $9,275 to each of Messrs. Sullivan and Berto, $4,038
to Mr. Nolden, $5,000 to Mr. Phillips and $6,057 to Ms. Krop.
|
|
(iii)
|
Payment of $51,142 to Mr. Phillips for his services to the Company during fiscal year 2016 as a consultant prior to becoming
an employee
|
|
(6)
|
Reflects the following for fiscal year 2017:
|
|
(i)
|
Company matching contributions under the 401(k) plan in the amounts of $9,450 to Mr. Sullivan, $11,251 to Mr. Nolden,
$6,753 to Mr. Berto, $13,376 to Mr. Phillips and $10,086 to Ms. Krop.
|
|
(ii)
|
Relocation benefits of $10,605 paid to Mr. Nolden.
|
Grants of Plan-Based Awards
No equity awards were made to any of our
named executive officers during fiscal year 2017.
|
|
Potential
Future Payouts Under Non-
Equity Incentive Plan Awards(1)
|
Option
Awards:
Number
of Shares
Underlying
|
Exercise
Price of
Option
|
Grant Date
Fair Value
|
Threshold
|
Target
|
Maximum
|
Options
|
Awards
|
of Option
|
Name
|
Grant
Date
|
($)
|
($)
|
($)
|
(#)
|
($/sh)
|
Awards
($)
|
Timothy
W. Sullivan
|
—
|
528,000
|
1,056,000
|
2,112,000
|
—
|
—
|
—
|
Dean
J. Nolden
|
—
|
150,000
|
300,000
|
600,000
|
—
|
—
|
—
|
Marcus
Berto
|
—
|
282,500
|
565,000
|
1,130,000
|
—
|
—
|
—
|
Thomas
B. Phillips
|
—
|
282,500
|
565,000
|
1,130,000
|
—
|
—
|
—
|
Pamela
S. Krop
|
—
|
130,000
|
260,000
|
520,000
|
—
|
—
|
—
|
|
(1)
|
Represents amounts payable under the MIP, as described in “—Compensation Discussion and Analysis” above.
|
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, 2017.
|
OPTION
AWARDS
|
STOCK
AWARDS
|
Name
|
Number of Securities Underlying
Unexercised Options (#) Exercisable
(3)
|
Number
of Securities Underlying Unexercised Options (#) Unexercisable(3)
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(3)
|
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 ($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Timothy W. Sullivan
|
1,240,000
|
|
—
|
5.03
|
8/15/2024
|
—
|
—
|
—
|
—
|
Dean Nolden(1)
|
126,666
|
53,334
|
—
|
8.11
|
1/11/2026
|
—
|
—
|
—
|
—
|
Marcus Berto(2)
|
400,000
|
|
—
|
5.04
|
10/20/2024
|
—
|
—
|
—
|
—
|
Thomas B. Phillips(2)
|
90,000
|
60,000
|
—
|
8.11
|
2/12/2026
|
—
|
—
|
—
|
—
|
Pamela S. Krop(2)
|
40,000
10,000
|
6,000
|
—
|
8.11
8.11
|
1/18/2026
2/9/2026
|
—
|
—
|
—
|
—
|
|
(1)
|
Options vest in three equal installments over three years from the employee’s employment start date. The options expire
ten years from the date of grant. See “—Potential Payments Upon Termination or Change in Control” below for a
description of accelerated vesting upon certain events.
|
|
(2)
|
Options vest in four equal installments over four years from the employee’s employment start date. The options expire
ten years from the date of grant. See “—Potential Payments Upon Termination or Change in Control” below for a
description of accelerated vesting upon certain events.
|
|
(3)
|
Outstanding options granted on or before January 26, 2017 were granted under the 2010 Long-Term Incentive Plan and options
granted after January 26, 2017 were granted under the Omnibus Plan.
|
Option Exercises
The following table sets forth information
regarding stock options exercised by our named executive officers during fiscal year 2017.
|
|
|
Option Awards
|
|
|
|
|
|
Name
|
|
|
Number of Shares Acquired on Exercise
(#)
|
|
|
|
Value Realized on
Exercise
($)
|
|
Thomas B. Phillips
|
|
|
10,000
|
|
|
$
|
186,182
|
(1)
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents the fair market value of our common stock as of September 13, 2017, less the option exercise price of the stock
option award.
|
Potential Payments Upon Termination or Change in Control
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. In order to receive severance payments, a participant must have
been employed by the Company for a minimum of twelve months. Receipt of severance payments is contingent on a participant’s
execution and non-revocation of a release of claims. Pursuant to the Severance Policy, as of October 31, 2017 Messrs.
Sullivan, Nolden, Berto, Phillips and Ms. Krop would have been eligible to receive a severance payment equal to one year of his
or her annual base salary.
The following amounts reflect the severance
payments our named executive officers would have been eligible to receive upon experiencing an “involuntary separation from
service” on October 31, 2017:
|
·
|
Timothy W. Sullivan—$880,000
|
|
·
|
Dean J. Nolden—$400,000
|
|
·
|
Thomas B. Phillips—$565,000
|
|
·
|
Pamela S. Krop—$400,000
|
Accelerated Vesting Upon Change in Control
.
Each of our named executive officers hold stock options that fully vested in connection with our IPO in January 2017. 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, 2017.
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 of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement
and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2017.
The Board of Directors
Paul Bamatter, Chair
Jean Marie “John” Canan
Dino Cusumano
Charles Dutil
Justin Fish
Kim Marvin
Joel Rotroff
Donn Viola
Tim Sullivan
Director
Compensation
The following table sets forth a summary
of the compensation we paid to each non-employee member of our Board for fiscal year 2017. Other than as set forth in the table
and described more fully below, we did not pay any compensation to, make any equity awards or non-equity awards to, or pay any
other compensation to any of the other non-employee member of our Board in fiscal year 2017. Tim Sullivan is a member of our Board
who also serves as our Chief Executive Officer and therefore does not receive any additional compensation for his service as a
director. The directors who are employed by AIP also do not receive any compensation for their service.
Name
|
|
Fees earned or paid in cash
(1)
|
|
RSU awards (2)
|
|
Total
|
Paul Bamatter
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Jean Marie “John” Canan
|
|
|
95,000
|
|
|
|
30,000
|
|
|
|
125,000
|
|
Dino Cusumano
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Charles Dutil
|
|
|
87,500
|
|
|
|
30,000
|
|
|
|
117,500
|
|
Justin Fish
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Kim Marvin
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Joel Rotroff
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Donn Viola
|
|
|
95,000
|
|
|
|
30,000
|
|
|
|
125,000
|
|
|
(1)
|
The amounts reported in this column represent the aggregate dollar amount of all fees earned or paid in cash to each non-employee
director in fiscal year 2017 for their service as a director, including any annual retainer fees, committee and/or chair fees.
|
|
(2)
|
The amounts reported in this column represent the grant date fair value calculated in accordance with the provisions of ASC
Topic 718. The valuation assumptions used in determining such amounts are described in Note 15 to our consolidated financial statements
included in the Annual Report on Form 10-K for fiscal year 2017.
|
Our non-employee directors receive
an annual retainer fee of $80,000 for their board service. Non-employee directors who serve on a committee of the board
will receive an additional $7,500 for their service. A chairperson of a committee of our board will also receive $15,000 for such
service. These fees are payable the first month of each fiscal quarter.
Non-employee directors may also receive
one or more grants of equity compensation from the Company in respect of his or her service on the Board of the Company. In connection
with the Company’s IPO, each independent director received an award of RSUs with a value of $30,000 based on the IPO price,
which will vest upon the first anniversary of the grant on January 27, 2018.
As of October 31, 2017, our non-employee
directors as of such date held the following outstanding RSUs (in the aggregate):
Name
|
Shares
Subject to Outstanding Options
|
Paul Bamatter
|
–
|
Jean Marie “John” Canan
|
1,363
|
Dino Cusumano
|
–
|
Charles Dutil
|
1,363
|
Justin Fish
|
–
|
Kim Marvin
|
–
|
Joel Rotroff
|
–
|
Donn Viola
|
1,363
|
Security
Ownership of Certain Beneficial Owners and Management
The following table sets forth information
relating to the beneficial ownership of our common stock as of January 12, 2018, by:
|
·
|
each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of common
stock;
|
|
·
|
each of our directors and named executive officers; and
|
|
·
|
all directors and named executive officers as a group.
|
A person is a “beneficial owner”
of a security if that person has or shares voting or investment power over the security or if that person has the right to acquire
sole or shared voting or investment power over the security within 60 days. Unless otherwise noted, these persons, to our knowledge,
have sole voting and investment power over the shares listed. In computing the number of shares of common stock beneficially owned
by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to options held by
that person that are currently exercisable or exercisable within 60 days of January 12, 2018. We did not deem these shares outstanding,
however, for the purpose of computing the percentage ownership of any other person.
The percentage of shares beneficially owned
is computed on the basis of 64,542,061 shares of our common stock outstanding as of January 12, 2018. Unless otherwise indicated
below, the address for each beneficial owner listed is c/o REV Group, Inc., 111 E. Kilbourn Avenue, Suite 2600, Milwaukee, Wisconsin
53202.
|
|
Shares of Common Stock Beneficially Owned (1)
|
Name of beneficial owner
|
|
Common Stock
|
|
Number of Securities Beneficially Owned
|
|
Percentage
|
5% Stockholder
|
|
|
|
|
|
|
Funds associated with American Industrial Partners(1)
|
|
|
33,774,310
|
|
|
|
33,774,310
|
|
|
|
52.3
|
%
|
Directors and Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
Tim Sullivan(2)
|
|
|
–
|
|
|
|
1,240,000
|
|
|
|
1.9
|
%
|
Dean Nolden(3)
|
|
|
–
|
|
|
|
153,332
|
|
|
|
*
|
|
Pamela Krop(4)
|
|
|
–
|
|
|
|
52,000
|
|
|
|
*
|
|
Marcus Berto(5)
|
|
|
298,320
|
|
|
|
698,320
|
|
|
|
1.1
|
%
|
Tom Phillips(6)
|
|
|
–
|
|
|
|
110,000
|
|
|
|
*
|
|
Paul Bamatter(7)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Jean Marie “John” Canan(8)
|
|
|
–
|
|
|
|
1,363
|
|
|
|
–
|
|
Dino Cusumano(9)
|
|
|
144,631
|
|
|
|
144,631
|
|
|
|
*
|
|
Charles Dutil(10)
|
|
|
–
|
|
|
|
1,363
|
|
|
|
–
|
|
Justin Fish(11)
|
|
|
3,077
|
|
|
|
3,077
|
|
|
|
*
|
|
Kim Marvin(12)
|
|
|
144,631
|
|
|
|
144,631
|
|
|
|
*
|
|
Joel Rotroff(13)
|
|
|
3,077
|
|
|
|
3,077
|
|
|
|
*
|
|
Donn Viola(14)
|
|
|
–
|
|
|
|
42,174
|
|
|
|
|
|
All named executive officers and directors as a group (13 persons)
|
|
|
593,736
|
|
|
|
2,593,968
|
|
|
|
4.0
|
%
|
*Represents
beneficial ownership of less than one percent of our outstanding common stock.
|
(1)
|
Represents 33,774,310 shares of common stock held directly or indirectly by American Industrial Partners Capital Fund IV, LP.
(“Fund IV”), American Industrial Partners Capital Fund IV (Parallel), LP (“Parallel Fund”) and AIP/CHC
Holdings, LLC (“AIP Holdings” and, together with Fund IV and Parallel Fund, the “AIP Funds”). AIP CF IV,
LLC (“AIP GP”) is the general partner of Fund IV and the Parallel Fund. Messrs. Cusumano and Marvin are senior managing
members of AIP GP. They are also managing members of AIP/CHC Investors, LLC, which is the managing member of AIP Holdings. As a
result of the above, Messrs. Cusumano and Marvin may be deemed to share voting and dispositive power with respect to the shares
held by the AIP Funds. Messrs. Cusumano and Marvin serve as members of the Board of REV. Each of the individuals listed herein
disclaim beneficial ownership of the shares of common stock held by the AIP Funds except to the extent of any pecuniary interest
therein. The AIP Funds may be deemed to be a “group” within the meaning of
|
Rule
13d-5 of the Securities Exchange Act of 1934, as amended. The address of the AIP Funds is c/o American Industrial Partners, 330
Madison Avenue, 28th Floor, New York, New York 10017.
|
(2)
|
Reflects
1,240,000 shares of common stock issuable upon the exercise of options exercisable within
60 days after January 12, 2018. Does not include 248,600 shares held in the Scott R.
Sullivan Trust or 248,600 shares held in the Tamara D. Hansen Trust.
|
|
(3)
|
Reflects
153,332 shares of common stock issuable upon the exercise of options exercisable within
60 days after January 12, 2018.
|
|
(4)
|
Reflects
52,000 shares of common stock issuable upon the exercise of options exercisable within
60 days after January 12, 2018.
|
|
(5)
|
Includes
(a) 298,320 shares of common stock and (b) 400,000 shares of common stock issuable upon
the exercise of options exercisable within 60 days after January 12, 2018.
|
|
(6)
|
Reflects
110,000 shares of common stock issuable upon the exercise of options exercisable within
60 days after January 12, 2018.
|
|
(7)
|
The
address of this person is c/o AIP, 330 Madison Avenue, 28th Floor, New York, New York
10017.
|
|
(8)
|
Reflects
1,363 shares of common stock issuable upon the vesting of restricted stock units on January 27, 2018. The address of this person is c/o AIP,
330 Madison Avenue, 28th Floor, New York, New York 10017.
|
|
(9)
|
The
address of this person is c/o AIP, 330 Madison Avenue, 28th Floor, New York, New York
10017.
|
|
(10)
|
Reflects
1,363 shares of common stock issuable upon the vesting of restricted stock units on January 27, 2018. The address of this person is c/o AIP, 330 Madison
Avenue, 28th Floor, New York, New York 10017.
|
|
(11)
|
The
address of this person is c/o AIP, 330 Madison Avenue, 28th Floor, New York, New York
10017.
|
|
(12)
|
The
address of this person is c/o AIP, 330 Madison Avenue, 28th Floor, New York, New York
10017.
|
|
(13)
|
The
address of this person is c/o AIP, 330 Madison Avenue, 28th Floor, New York, New York
10017.
|
|
(14)
|
Includes (a) 40,811 shares of common stock
and (b)
1,363 shares of common stock issuable upon the exercise of options vesting of restricted stock units on January 27,
2018. The address of this person is c/o AIP, 330 Madison Avenue, 28th Floor,
New York, New York 10017.
|
Section
16(A) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires
the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s
equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other
equity securities of the Company. Such officers, directors and greater than 10% stockholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.
To the Company’s knowledge, based
solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were
required, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were
complied with during fiscal year 2017 except as described in the following statement. Due to an administrative error, statements
of Changes in Beneficial Ownership on Form 4 for Messrs. Cusumano, Fish and Rotroff and American Industrial Partners Capital Fund
IV LP were filed on October 27, 2017 and their due date was October 19, 2017.
Report of
the Audit Committee of the Board of Directors
The material in this report is not “soliciting
material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of
REV under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
The primary purpose of the audit committee
is to oversee our financial reporting processes on behalf of our Board. The audit committee’s functions are more fully described
in its charter, which is available on our website at www.revgroup.com. Management has the primary responsibility for our financial
statements and reporting processes, including our systems of internal controls. In fulfilling its oversight responsibilities, the
audit committee reviewed and discussed with management REV’s audited financial statements as of and for fiscal year 2017.
The audit committee has discussed with
RSM, the Company’s independent registered public accounting firm, the matters required to be discussed by Auditing Standard
No. 1301, “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board (the
“PCAOB”). In addition, the Audit Committee discussed with RSM their independence, and received from RSM the written
disclosures and the letter required by Ethics and Independence Rule 3526 of the PCAOB. Finally, the audit committee discussed with
RSM, with and without management present, the scope and results of RSM’s audit of such financial statements.
Based on these reviews and discussions,
the audit committee has recommended to our Board that such audited financial statements be included in our Annual Report on Form
10-K for fiscal year 2017 for filing with the SEC. The audit committee also has engaged RSM as our independent registered public
accounting firm for fiscal year 2018 and is seeking ratification of such selection by the stockholders.
Audit Committee
Jean Marie “John” Canan, Chair
Charles Dutil
Donn Viola
Additional
Information
Electronic Availability of Proxy Materials for the Annual
Meeting
Important Notice Regarding the Availability
of Proxy Materials for Stockholder Meeting to be Held on March 7, 2018
:
This Proxy Statement and the Company’s Annual
Report on Form 10-K for fiscal year 2017 are available electronically at www.edocumentview.com/REVG.
Householding of Proxy Materials
The SEC has adopted rules that permit companies
and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to
two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This
process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and
cost savings for companies.
Brokers with account holders who are REV
stockholders may be “householding” our proxy materials. A single proxy statement may be delivered to multiple stockholders
sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice
from your broker that it will be “householding” communications to your address, “householding” will continue
until you are notified otherwise or until you notify your broker or the Company that you no longer wish to participate in “householding.”
If, at any time, you no longer wish to
participate in “householding” and would prefer to receive a separate proxy statement and annual report, you may (1)
notify your broker or (2) direct your written request to: 1441 Brickell Avenue, Suite 1007, Miami, Florida 33131. Stockholders
who currently receive multiple copies of this Proxy Statement at their address and would like to request “householding”
of their communications should contact their broker. In addition, the Company will promptly deliver, upon written request to the
address above or oral request at (786) 279-7021, a separate copy of the Form 10-K, Proxy Statement, Proxy Card or Notice of Internet
Availability of Proxy Materials to a stockholder at a shared address to which a single copy of the documents was delivered.
Other Matters
As of the date of this Proxy Statement,
the Board does not intend to present any matters other than those described herein at the Annual Meeting and is unaware of any
matters to be presented by other parties. If other matters are properly brought before the Annual Meeting for action by the stockholders,
proxies will be voted in accordance with the recommendation of the Board or, in the absence of such a recommendation, in the discretion
of the proxy holder.
We have filed our Annual Report on Form
10-K for fiscal year 2017 with the SEC. It is available free of charge at the SEC’s web site at www.sec.gov. Upon written
request by a REV stockholder, we will mail without charge a copy of our Annual Report on Form 10-K, including the financial statements
and financial statement schedules, but excluding exhibits to the Annual Report on Form 10-K. Exhibits to the Annual Report on Form
10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. All
requests should be directed to Pamela Krop, Secretary of the Board, at 1441 Brickell Avenue, Suite 1007, Miami, Florida 33131.
By Order of the Board of Directors
/s/ Tim Sullivan
Tim Sullivan
Chief Executive Officer
January 24, 2018
.
REV Group, Inc. IMAGE OMITTED
MMMMMMMMMMMM
IMPORTANT
ANNUAL MEETING INFORMATION
Using
a
black ink
pen, mark your votes with an X as shown in X this example. Please do not write outside the designated areas.
IMAGE OMITTED 2018 Annual Meeting Proxy Card PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE. q Proposals — The Board of Directors recommends a vote
FOR
all director nominees listed in Proposal 1,
FOR
Proposals 2 and 3 IMAGEOMITTEDIMAGE OMITTEDand
ONE YEAR
for Proposal 4. + 1. Election of Class I Directors:
For Withhold For Withhold For Withhold 1A – Jean Marie Canan 1B – Charles Dutil 1C – Donn Viola For Against
Abstain Ratification of RSM US LLP as our independent registered public accounting firm for the fiscal year ending October 31,
2018 Advisory vote on the compensation of our named executive officers IMAGE OMITTEDIMAGE OMITTEDIMAGE OMITTEDIMAGE OMITTEDIMAGE
OMITTEDIMAGE OMITTED 1 Year 2 Years 3 Years Abstain Advisory vote on the frequency of future advisory votes on the compensation
of our named executive officers IMAGE OMITTEDIMAGE OMITTEDIMAGE OMITTEDIMAGE OMITTED B Authorized Signatures — This section
must be completed for your vote to be counted — Date and Sign Below IMAGE OMITTED Please sign exactly as name(s) appear(s)
hereon. Joint owners should each sign personally. When signing as attorney, executor, administrator, corporate officer, trustee,
guardian, or custodian, please give full title. If a corporation or partnership, please sign in full corporate or partnership
name by an authorized officer. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature
within the box. IMAGE OMITTESignature 2 — Please keep signature within the box. IMAGE OMITTED 1 U P X 3 5 7 5 6 6 2
+
IMAGE OMITTED 02Q8BB
.
q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
IMAGE OMITTEDIMAGE OMITTED Proxy – REV Group, Inc. IMAGE OMITTED Notice of REV Group, Inc. Annual Stockholder Meeting The
Milwaukee Center 111 E. Kilbourn Avenue Milwaukee, WI 53202 Proxy Solicited by Board of Directors for Annual Meeting – March
7, 2018 Pamela Krop and Paul Bamatter (the “Proxies”), or any of them, each with the power of substitution, are hereby
authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally
present, at the Annual Stockholder Meeting of REV Group, Inc. to be held on March 7, 2018 or at any postponement or adjournment
thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy
will be voted FOR all director nominees in Proposal 1, FOR Proposals 2 and 3 and ONE YEAR for Proposal 4, in accordance with the
Board of Directors’ recommendations. In their discretion, the Proxies are authorized to vote upon such other business as
may properly come before the meeting. (Items to be voted appear on reverse side.)
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