Charles Dutil
REV GroupAbout Charles Dutil
Independent director of REV Group, Inc. (Class I), age 58 as of January 3, 2025; director since December 2016. Brings 30+ years of commercial vehicle manufacturing experience; currently President and CEO of Manac Inc.; prior senior roles at Manac. Education: HEC Montréal and Western Business School. Committees: Audit (member) and Nominating & Corporate Governance (Chair). Independence affirmed by the Board; Dutil attended at least 75% of Board and applicable committee meetings in FY2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Manac Inc. | President & CEO | Since 2002 | Led commercial vehicle manufacturing; prior EVP and VP Marketing roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Exprolink | Director | Not disclosed | Board service |
| Béton Bolduc Inc. | Director | Not disclosed | Board service |
| Groupe Environmental Labrie Inc. | Former Director | Not disclosed | Prior board service |
| Truck Trailer Manufacturers’ Association | Former Director | Not disclosed | Prior industry association role |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee Chair (all members independent).
- Independence status: Board determined all directors except the CEO are independent; Dutil is independent.
- Board class and term: Class I director; term expires at 2027 annual meeting.
- Attendance and engagement: Board met 7 times in FY2024; each director attended at least 75% of Board and committee meetings; then-current Board members attended the 2024 annual meeting (except one director who is no longer on the Board).
- Governance practices: Independent Chairman structure; majority voting with resignation policy for failed re-elections; ESG oversight via Nominating & Corporate Governance; technology/cyber oversight via Audit.
- Related-party oversight: Audit Committee reviews related person transactions and approves as appropriate.
Fixed Compensation
| Metric (FY2024) | Amount |
|---|---|
| Fees earned or paid in cash ($) | $90,313 |
| Stock awards grant-date fair value ($) | $115,823 |
| Total ($) | $206,136 |
| RSUs outstanding (units at 10/31/2024) | 7,084 |
Director fee policy (indicative of cash components for independent directors):
- Annual Board retainer: $80,000; committee membership: $7,500 per committee; Nominating & Corporate Governance Chair: $15,000; Audit Chair: $22,500; Compensation Chair: $20,000 (raised from $15,000 in Aug 2024); Independent Board Chair retainer: $80,000. No per-meeting fees disclosed.
Performance Compensation
- Directors receive time-based RSU grants (annual grant ~$110,000, prorated for directors joining mid-year); no director PSUs or option awards disclosed for FY2024.
- No performance metrics tied to director compensation (directors’ equity awards are time-based RSUs).
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Overlap |
|---|---|---|---|
| Manac Inc. | Not disclosed | President & CEO | Commercial vehicle manufacturing sector overlap; no related-party transactions disclosed with REVG |
| Exprolink | Not disclosed | Director | No interlocks disclosed |
| Béton Bolduc Inc. | Not disclosed | Director | No interlocks disclosed |
| Prior: Groupe Environmental Labrie Inc.; Truck Trailer Manufacturers’ Association | Not disclosed | Former Director | No interlocks disclosed |
Expertise & Qualifications
- 30+ years in commercial vehicle manufacturing; senior operating and marketing roles culminating as Manac CEO.
- Education: HEC Montréal; Western Business School.
- Board skills aligned with audit and governance oversight (serves on Audit; chairs Nominating & Corporate Governance).
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) as of Jan 8, 2025 | 45,239 |
| Ownership % of outstanding shares | <1% (asterisk denotes less than one percent) |
| Director RSUs outstanding (10/31/2024) | 7,084 |
| Director stock ownership guideline | 3x annual cash retainer; directors are either compliant or on track within 5 years |
| Anti-hedging/pledging policy | Hedging and pledging prohibited for directors, officers, employees |
Governance Assessment
- Strengths: Independent director with deep industry operating experience; chairs Nominating & Corporate Governance and sits on Audit—positions central to board refreshment, ESG oversight, and related-party monitoring.
- Alignment: Receives a balanced mix of cash retainer and time-based RSUs; holds 45,239 shares and 7,084 RSUs outstanding, with ownership guidelines requiring 3x retainer and overall director compliance/on-track status.
- Engagement: Board and committees active (7/6/5 meetings respectively in FY2024); Dutil met the ≥75% attendance threshold; presence at annual meeting indicated for then-current directors.
- Shareholder-friendly signals: Board proposed eliminating supermajority provisions, adding federal forum selection, and cleaning up inoperative provisions—modernizing governance; strong say-on-pay support (~98% approval in 2024), indicating investor confidence in compensation oversight.
- Conflicts: No related-person transactions over $120,000 involving Dutil disclosed; audit committee policy governs approvals; external roles in related industries noted without disclosed transactions with REVG.
- RED FLAGS: None disclosed regarding hedging/pledging, loans, or related-party transactions tied to Dutil; director compensation capped at $1,000,000 per year under the Omnibus Plan.