Cynthia Augustine
REV GroupAbout Cynthia Augustine
Independent Class III director at REV Group since May 2024; age 67. Former Global Chief Talent Officer at McCann Worldgroup (Sep 2021–Jan 2025; now Advisor), and Chief Talent Officer at FCB Global (2011–2021). Education: B.A., Sarah Lawrence College; J.D., Rutgers University School of Law. Recognized for executive leadership and deep expertise in talent and human capital management.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McCann Worldgroup (IPG) | Global Chief Talent Officer; Advisor (current) | Sep 2021–Jan 2025 (GCTO); Advisor since Jan 2025 | Led global human capital strategy across >120-country network; continues advising the firm |
| FCB Global (IPG) | Chief Talent Officer | 2011–2021 | Senior HR leadership across global advertising network |
| Scholastic; Time Warner; The New York Times Company | Executive HR roles | Not disclosed | Senior human resources leadership positions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Innocence Project | Board of Trustees | Not disclosed | Nonprofit focused on exonerations and justice reform |
| McCann Worldgroup | Advisor | Since Jan 2025 | Advisory role following GCTO tenure |
| Public company directorships | None disclosed | — | No current public company boards listed in proxy |
Board Governance
| Attribute | Detail |
|---|---|
| Board class/term | Class III; term expires at 2026 annual meeting |
| Independence | Board determined independent (all directors except the CEO are independent) |
| Committees | Compensation Committee member; not a chair |
| Attendance | Board met 7x in FY2024; each director attended ≥75% of Board/committee meetings served |
| Board leadership | Independent Chairman structure (Chair: Jean Marie “John” Canan) |
| ESG/Tech oversight | ESG overseen by Nominating & Governance; cyber/tech risk by Audit |
| Board refresh | Joined in May 2024 as part of multi-director refresh in FY2024 |
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Cash fees | $13,333 | Prorated board/committee retainers from May 30, 2024 start |
| Equity (RSUs grant-date fair value) | $47,700 | Prorated annual RSU grant (standard $110,000 for full-year independents) |
| Total | $61,033 | Sum of cash and RSU grant values |
Director compensation structure (policy):
- Annual board retainer: $80,000; independent Board Chair retainer: $80,000; committee chair fees: Audit $22,500; Compensation $20,000; Nominating & Governance $15,000; committee member fee: $7,500 each; annual RSU grant: $110,000 (prorated for partial-year service) .
Performance Compensation
No performance-based metrics apply to non-employee director compensation (directors receive time-based RSUs; no PSU/option performance criteria for directors disclosed).
Other Directorships & Interlocks
- Current public company boards: None disclosed in the proxy for Augustine.
- Nonprofit/academic boards: Innocence Project (Trustee).
- Potential interlocks/conflicts: None disclosed; Audit Committee reviews and must approve related person transactions under written policy.
Expertise & Qualifications
- Human capital and executive talent management expertise across global advertising networks (McCann Worldgroup, FCB Global).
- Legal training (J.D., Rutgers); board cites her executive leadership and human capital expertise as qualifications for service.
- Diversity and refresh: Part of board refresh in 2024; board emphasizes diverse skills and backgrounds and annual governance evaluations.
Equity Ownership
| Metric | Amount | As-Of/Notes |
|---|---|---|
| Total beneficial ownership (shares) | 5,411 | As of Jan 8, 2025; <1% of outstanding |
| RSUs outstanding (non-vested) | 1,800 | As of Oct 31, 2024 |
| Ownership policy | Directors expected to hold ≥3x annual cash retainer within 5 years; anti-hedging/anti-pledging in effect | Company reports directors/executives have achieved or are on track to meet guidelines; hedging/pledging prohibited |
Note: Beneficial ownership methodology includes unvested RSUs as deemed outstanding for the individual per proxy calculation practices.
Governance Assessment
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Positive signals
- Independent director; active on Compensation Committee; committee entirely independent.
- Anti-hedging/anti-pledging policy; robust stock ownership guidelines; dual clawback frameworks (restatement and misconduct).
- Board refresh and independent Chair structure; enhanced governance proposals (eliminate supermajority voting; add federal forum provision; officer exculpation) reflect responsiveness to investor preferences.
- Compensation Committee engages independent consultant (Mercer, since May 2024); no consultant conflicts identified.
- Strong shareholder support: 98% say-on-pay approval at 2024 annual meeting.
-
Potential risks/considerations
- New director (joined May 2024); still building tenure and company-specific operating context.
- No director-specific related-party transactions disclosed; policy oversight resides with Audit Committee.
-
Related party/other exposures
- Former private equity sponsors’ arrangements (expense reimbursements; secondary offerings) ended in 2024; no ongoing sponsor rights; no director-specific transactions disclosed.
Overall: Augustine brings seasoned HR/talent leadership and legal training, supporting board oversight of executive pay, succession, and workforce strategy. Independence, committee role, and alignment policies are supportive of investor confidence; no conflicts or red flags disclosed.