Amy Campbell - Senior Vice President and Chief Financial Officer | REV Group (REVG) Executive Profile & Compensation

About Amy Campbell

REV Group’s Chief Financial Officer since April 15, 2024; age 48, tenure ~1.6 years through Nov 2025 . CPA; B.S. in Accounting from Illinois Wesleyan; leadership programs at Kellogg and Duke; Certified Internal Auditor and Six Sigma Blackbelt . 2024 pay-for-performance context: Company TSR up 122% year-over-year to $417.61, net income up 469% to $257.6M, and Adjusted EBITDA up 40% to $162.8M, driving a corporate MIP payout factor of 115% for FY2024 . Campbell publicly engaged investors on backlog quality and margin profile; REV cited ~$4.5B backlog with 2–2.5 years duration, predominantly in Specialty Vehicles .

Past Roles

Organization	Role	Years	Strategic Impact
ASC Engineered Solutions	Chief Financial Officer	Jul 2021–Apr 2024	Led finance for engineered piping solutions; private sponsor-backed industrials
BrandSafway (Commercial & Industrial Division)	Division CFO	Jun 2019–Jul 2021	Oversaw divisional finance in industrial services; capex-heavy projects discipline
Caterpillar, Inc.	CFO, Global Aftermarket Services Division	Mar 2019–Jun 2019	Profitability stewardship in high-margin aftermarket
Caterpillar, Inc.	VP, Investor Relations	Jan 2016–Feb 2019	Capital markets communication; valuation narrative
Caterpillar, Inc.	Chief Audit Executive	Nov 2013–Jan 2016	Control environment, risk management leadership
Caterpillar, Inc.	Multiple divisional CFO roles	Dec 2010–Nov 2013	P&L accountability; operating finance
Caterpillar, Inc.	Various finance and accounting roles	Dec 1997–Jun 2019	Broad finance exposure across operations, IT, product dev., corporate

External Roles

Organization	Role	Years	Notes
Kellogg School of Management	Women’s Senior Leadership program	N/A	Executive education
Duke University	Digging Deep Executive Leadership program	N/A	Executive education
Certifications	CPA, CIA, Six Sigma Blackbelt	N/A	Technical credentials

Fixed Compensation

Component	Amount	Notes
Annual base salary	$500,000	Set in offer letter
Sign-on bonus	$150,000	Paid within 45 days; repay if departure within 1 year
Target annual bonus (MIP)	75% of base salary	Max 200%; FY2024 prorated
FY2024 actual bonus (Non-equity incentive)	$223,918	Reflects 115% corporate payout factor and proration
Perquisites	None disclosed for NEOs	No tax gross-ups
401(k) match	Plan provides up to 4% match; CFO amounts not listed	All employees eligible

Performance Compensation

Metric	Weighting	Target	Actual	Payout Factor	Vesting/Timing
Adjusted EBITDA	—	$155M FY2024	105% of target	Corporate MIP factor 115% (discretionary adj.)	Cash, paid FY2025
Average Net Working Capital (% of sales)	—	10.9% FY2024	95% of target	Included in 115% factor	Cash, paid FY2025
CFO MIP (prorated)	—	75% of $500k	Prorated for Apr 15 start	$223,918 actual	Paid per MIP policy

Additional equity performance design changes (Dec 2024 onward):

Shift to RSUs with 3-year ratable vesting; introduce PSUs for senior leadership with ROIC metric and TSR modifier; CEO ≥50% PSUs .
Transitional PSU vesting cadence: Dec 2024 grant vests Dec 2025/26/27; Dec 2025 grant vests Dec 2027/28; Dec 2026 grant 3-year cliff to Dec 2029 .

Equity Ownership & Alignment

Item	Detail
Beneficial ownership	29,130 shares; <1% of outstanding (52,054,444 shares as of Jan 8, 2025)
Unvested RSAs	23,532 shares; granted 4/15/2024
RSA vesting schedule	5,883 shares on each Dec 31, 2024/2025/2026/2027
Stock options	None granted in FY2024 to NEOs
Ownership guidelines	CFOs (execs reporting to CEO) must hold ≥3x salary; 5-year compliance window; executives on track/achieved
Hedging/pledging	Prohibited; no margin or collateral pledging allowed
Vested vs unvested breakdown	Outstanding unvested RSAs disclosed above; company presents beneficial ownership inclusive of certain unvested units per SEC definition

Merger award treatment (Terex-REV Group merger agreement signed Oct 29, 2025):

REV restricted share awards convert to Terex restricted share awards based on 0.9809 exchange ratio plus restricted cash of $8.71 per share; same terms generally continue .
REV RSUs convert to Terex RSUs (performance conditions removed) per award exchange ratio plus restricted cash for accrued dividend equivalents; terms generally continue .

Employment Terms

Provision	Terms
Employment	At will; terminable by either party at any time
Severance policy (involuntary separation)	Lump-sum equal to base salary; CFO: $500,000 (as of 10/31/2024)
Change-in-control (CIC)	Double-trigger; 2x (salary + target MIP), plus up to $30,000 outplacement and up to 18 months medical/dental continuation; CFO CIC cash: $1,750,000 (as of 10/31/2024)
Equity acceleration on CIC	No single-trigger acceleration; specific RSA/RSU agreements govern; Zamansky case noted; NEOs generally not auto-accelerated
Restrictive covenants	Non-compete 18 months; non-solicit employees/customers 18 months; confidentiality and trade secret covenants
Clawback policies	Financial restatement clawback per SEC/NYSE; misconduct clawback for reputational harm or restatements
Deferred comp	Plan available; NEOs not participating currently

Compensation Committee Analysis

Independent comp consultant Mercer engaged May 2024; peer benchmarking used (e.g., Alamo Group, Federal Signal, Winnebago, Wabash, Greenbrier; Shyft removed, Greenbrier added in FY2024) .
Program best practices: no single-trigger CIC; no tax gross-ups; anti-hedging/pledging; clawbacks; one-year minimum vesting; limited perqs .
FY2024 Say-on-Pay approval ~98% for 2023 compensation, supporting program alignment .

Performance & Track Record

Measure	FY2024 Outcome
Total Shareholder Return (cumulative since FY2020 baseline)	$417.61 (up 122% y/y)
Net Income	$257.6M (up 469% y/y)
Adjusted EBITDA	$162.8M (up 40% y/y)
Backlog (commentary)	~$4.5B total; ~2–2.5 years duration; ~$4.2B Specialty Vehicles; ~$300M Recreational Vehicles

Risk Indicators & Red Flags

Anti-hedging/anti-pledging policy mitigates misalignment risk .
No tax gross-ups; no option repricing without shareholder approval .
No single-trigger vesting on CIC; double-trigger required .
Related party transactions: sponsor reimbursements ended with sale-down; governance clean-up of former sponsor provisions proposed .
Forms 3/4 referenced generally; specific Form 4 transactions for Campbell not surfaced in retrieved docs .

Compensation Peer Group (FY2024)

Peers
Alamo Group; Astec Industries; Blue Bird; Federal Signal; Greenbrier; Hyster-Yale; LCI Industries; Miller Industries; Manitowoc; Titan International; Wabash National; Winnebago

Fixed vs Equity Mix (FY2024 for CFO)

Salary	Sign-on	Stock Awards (Grant-Date Fair Value)	Non-Equity Incentive	Total
$273,224	$150,000	$520,057	$223,918	$1,167,199

Investment Implications

Alignment improving: Transition to RSUs + PSUs (ROIC + TSR modifier) increases performance-contingent pay and reduces guaranteed outcomes; 3-year vesting enhances retention while balancing liquidity cadence .
Retention risk contained: Double-trigger CIC economics ($1.75M) and 18-month non-compete/non-solicit, plus meaningful unvested RSAs/anticipated PSUs, lower near-term flight risk .
Insider selling pressure: Annual RSA tranches (5,883 shares each Dec 31, 2024–2027) may create periodic supply; anti-hedging/pledging reduces leverage-induced selling; future PSUs temper vest-driven supply via performance gating .
Merger mechanics: Conversion of REV equity to Terex awards plus restricted cash preserves vesting terms; removal of performance-vesting on converted RSUs could modestly increase certainty of future settlements, monitoring required post-close .
Pay-for-performance: Corporate MIP tied to Adj. EBITDA and NWC drove 115% payout amid strong TSR and earnings; continuation of ROIC/TSR PSU framework should sustain investor-aligned incentives .