David Dauch
REV GroupAbout David Dauch
David C. Dauch (age 60) joined REV Group’s Board as an independent Class III director in October 2024; his current term runs through the 2026 annual meeting. He is Chairman and Chief Executive Officer of American Axle & Manufacturing Holdings, Inc. (AAM), and holds a B.S. in Management (Production/Supply Chain) from Miami University and an MBA from Michigan State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Axle & Manufacturing Holdings, Inc. (AAM) | Chairman & Chief Executive Officer | 2012–present | Leads global Tier 1 supplier; prior COO and other senior roles |
| AAM | Various senior roles (incl. COO) | Pre-2012 | Operational leadership prior to CEO appointment |
External Roles
| Organization | Role | Notes |
|---|---|---|
| American Axle & Manufacturing Holdings, Inc. | Chairman & CEO; Director | Serves on AAM’s board (director since 2009) |
| Amerisure Mutual Holdings, Inc. & the Amerisure Companies | Director | Current board service |
| National Association of Manufacturers (NAM) | Director | Current board service |
| Stellantis Supplier Advisory Council | Member | Advisory council membership |
| Miami University Business Advisory Council | Member | Advisory council membership |
Board Governance
- Independence and tenure: The Board determined all directors other than the CEO are independent; Dauch joined in Oct-2024 and is a Class III director with term expiring at the 2026 meeting .
- Committee assignments: Member, Compensation Committee (committee currently: Kathleen Steele, Chair; Cynthia Augustine; David Dauch) .
- Attendance and engagement: In FY2024 the Board met 7x; each Board member attended at least 75% of Board and applicable committee meetings; all directors (except one former director) attended the 2024 annual meeting .
- Board leadership and oversight: REV has an Independent Chair (Jean Marie “John” Canan). Audit oversees cybersecurity and ERM; Nominating oversees ESG; Compensation oversees executive pay and director compensation .
- Shareholder-aligned governance changes up for vote in 2025: proposals to eliminate supermajority voting, add officer exculpation permitted by Delaware law, add federal forum selection, and remove legacy sponsor provisions; Board recommends FOR all .
Fixed Compensation
| Component | Policy/Structure | FY2024 Amounts for D. Dauch |
|---|---|---|
| Annual Board Cash Retainer | $80,000 cash for independent directors; paid quarterly | $0 (joined Oct-2024; no cash fees shown in FY2024 table) |
| Committee Membership Fee | $7,500 per committee for members; chair fees: Audit $22,500; Comp $20,000; N&CG $15,000 (Comp chair raised from $15k to $20k in Aug-2024) | $0 shown for FY2024 (joined late FY2024) |
| Independent Chair Retainer | $80,000 (if applicable) | N/A |
| Special Committee Fees (one-time FY2024) | $7,500; chair additional $7,500 | N/A |
| Director Equity (RSUs) – annual | $110,000 grant value, prorated for partial-year service; vests per award terms | $9,381 grant value (prorated) |
Notes: Equity awards are RSUs for non-employee directors. Omnibus Plan caps total annual director compensation (cash + equity) at $1,000,000 per director .
Performance Compensation
- Non-employee director awards are time-based RSUs; no director-specific performance-based metrics disclosed. PSUs and performance metrics outlined in the proxy apply to executives, not outside directors .
Other Directorships & Interlocks
- Current public company board: AAM (Chairman & CEO) .
- Other boards: Amerisure Mutual Holdings, Inc.; the Amerisure Companies; NAM .
- Interlocks/conflicts: The proxy’s related party transactions section discloses no transactions involving Mr. Dauch; RPTs in FY2024 relate to former sponsors and were terminated following their exits .
Expertise & Qualifications
- Deep automotive and manufacturing operating experience (CEO and former COO at AAM) .
- Governance experience via multiple boards and industry organizations .
- Academic credentials: B.S. (Miami University), MBA (Michigan State University) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (common shares) | 3,944 | <1% of outstanding; as of Jan 8, 2025 |
| RSUs outstanding (non-employee director) | 333 | As of Oct 31, 2024 |
| Anti-hedging/anti-pledging policy | Prohibited for directors (no hedging, no pledging/margin) | Company-wide policy |
| Director stock ownership guideline | 3x annual cash retainer | Directors expected to reach within 5 years; directors/officers have achieved or are on track |
Insider Trades
| Date | Filing | Summary | Source |
|---|---|---|---|
| 2024-12-09 | Form 4 | Reporting transaction in REVG common stock by Director David C. Dauch (details per filing) |
Governance Assessment
- Board effectiveness and independence: Dauch strengthens manufacturing and supply chain expertise on an already majority-independent board with an independent chair; his appointment is part of an active refresh (four new directors since Aug-2023) .
- Committee role and alignment: As a Compensation Committee member, he participates in a committee that uses an independent consultant (Mercer) with no identified conflicts; the committee formalized its primary role in executive pay oversight in Dec-2024, and continues to evolve equity design toward PSUs and relative ROIC/TSR modifiers—signals of stronger pay-for-performance alignment .
- Shareholder alignment: Strong Say‑on‑Pay support (~98% approval in 2024) and proposed de‑entrenchment measures (eliminating supermajority votes; cleaning up legacy sponsor provisions) support investor confidence in governance .
- Conflicts/related parties: No related‑party transactions disclosed involving Dauch; company maintains an RPT review policy and anti‑hedging/pledging restrictions for directors, reducing alignment risks .
- Risk indicators: Clawback policies in place (financial restatement and misconduct clawbacks); no tax gross‑ups, no option repricing without stockholder approval; directors subject to ownership guidelines—all supportive of shareholder-friendly practices .
Appendix: Key Board/Committee References
- Director biography and appointment details (age, background, other boards) .
- Board class/term; independence determination; committee matrix (Dauch = Compensation Committee member) .
- Meetings and attendance .
- Director compensation framework and Dauch’s FY2024 amounts .
- Beneficial ownership and RSUs outstanding .
- Governance proposals (supermajority elimination; officer exculpation; federal forum; removal of former sponsor provisions) .
- Company announcement of Dauch’s election (additional affiliations) .