John Canan
REV GroupAbout Jean Marie “John” Canan
Independent Chairman of the Board at REV Group (REVG), age 68, director since 2016. Former Senior Vice President, Global Controller and Chief Accounting Officer at Merck & Co., Inc.; Bachelor of Commerce from McGill University; Canadian Chartered Accountant (ret.). Serves as an independent director, audit committee financial expert, and member of the Audit and Nominating & Corporate Governance committees; current board chair since March 15, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | Senior Vice President, Global Controller & Chief Accounting Officer (prior roles since 1990) | 1990–2014 | Retired March 2014 |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Molycop Inc. (private) | Director; Audit Committee Chair | Current as of 2025 proxy |
| Sauvie, Inc. (private emerging biopharma) | Chairman | Current as of 2025 proxy |
| Angkor Hospital for Children (US subsidiary) | Board of Trustees | Current as of 2025 proxy |
| Lectra SA (Euronext Paris) | Director; Audit, Remuneration, Strategy committees | Disclosed in 2024 proxy |
Board Governance
| Attribute | Details |
|---|---|
| Board role | Independent Chairman; separate CEO and Chair structure |
| Director class & term | Class I; term expires at 2027 annual meeting |
| Committee memberships | Audit (member); Nominating & Corporate Governance (member) |
| Independence | Independent; qualifies as “audit committee financial expert” (audit committee determination applies to all members) |
| Attendance & engagement | FY2024: Board met 7x; each director attended ≥75% of Board and committee meetings; all then-current directors attended 2024 annual meeting (except one director who has since departed) |
| Lead Director transition | Lead Independent Director role ceased when Canan became Board Chair on Mar 15, 2024 |
| Governance enhancements | Board recommended removing supermajority voting provisions; adding officer exculpation and federal forum selection; eliminating inoperative “former sponsor” provisions |
Fixed Compensation (Director)
| Component | FY2024 Policy/Rates | Source |
|---|---|---|
| Base annual retainer (independent directors) | $80,000 | |
| Committee chair retainers | Audit: $22,500; Compensation: $20,000; Nominating & Corporate Governance: $15,000 | |
| Committee member fee | $7,500 per committee | |
| Independent Board Chair retainer | $80,000 (added in FY2024) | |
| Special committee one-time fees | $7,500 per member; additional $7,500 for chair |
| Director | FY2024 Cash Fees | Notes |
|---|---|---|
| Jean Marie “John” Canan | $158,438 | Includes partial-year Board Chair retainer and $7,500 special committee fee |
| Jean Marie “John” Canan – Director Compensation History | FY2023 | FY2024 |
|---|---|---|
| Cash fees ($) | $127,500 | $158,438 |
| Stock awards ($) | $110,000 | $115,823 |
| Total ($) | $237,500 | $274,261 |
Performance Compensation (Director Equity)
| Program | Details |
|---|---|
| Annual equity grants to independent directors | RSUs equal to $110,000 (prorated for partial-year new directors) |
| Outstanding RSUs at 10/31/2024 (Canan) | 7,084 RSUs |
Insider equity grants (Form 4):
| Transaction date | Type | Shares | Price | Post-transaction ownership | SEC filing |
|---|---|---|---|---|---|
| 2024-12-05 | Award (RSU) | 3,611 | $0.00 | 63,285 | https://www.sec.gov/Archives/edgar/data/1687221/000095010324017466/0000950103-24-017466-index.htm |
| 2023-12-08 | Award (stock) | 7,084 | $0.00 | 59,674 | https://www.sec.gov/Archives/edgar/data/1687221/000095010323017429/0000950103-23-017429-index.htm |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in 2025 proxy |
| Other current boards | Molycop Inc. (private), Audit Chair; Sauvie, Inc., Chairman; Angkor Hospital for Children (US subsidiary), Trustee |
| Recently disclosed (2024 proxy) | Lectra SA, Director; committees: Audit, Remuneration, Strategy |
| Compensation committee interlocks | No interlocks disclosed in recent DEF 14A; audit committee oversees related-person transactions |
Expertise & Qualifications
- 40+ years of strategic, business development, and financial leadership; retired Merck senior finance executive .
- Audit committee financial expertise; member of Audit Committee; contributes to financial reporting oversight and enterprise risk management .
- Education: McGill University (B.Comm.); Canadian Chartered Accountant (ret.) .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (common) | 63,285 shares as of Jan 8, 2025 |
| Ownership as % of outstanding | <1% |
| RSUs outstanding (10/31/2024) | 7,084 RSUs |
| Anti-hedging/pledging policy | Directors are prohibited from hedging and pledging; no pledging disclosed |
| Director ownership guideline | 3x annual cash retainer; directors have achieved or are on track within five years |
Governance Assessment
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Strengths
- Independent Board Chair; separate Chair/CEO roles enhance oversight and objectivity .
- Financially sophisticated director; audit committee financial expert and active audit committee member .
- Robust governance moves: proposals to eliminate supermajority voting, adopt officer exculpation, federal forum selection, and remove inoperative “former sponsor” provisions—supportive of shareholder-aligned governance .
- Strong investor alignment signals: 2024 say‑on‑pay approved by ~98% of votes cast ; director stock ownership guidelines and anti‑hedge/pledge policy in place .
- Engagement: at least 75% attendance; audit committee report co‑signed by Canan indicates active engagement in financial oversight .
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Watch items / potential conflicts
- Served on a special committee related to former sponsor transactions; received a one‑time $7,500 fee (plus additional to the committee chair)—disclosed and limited; former sponsor agreements terminated after March 2024 offerings .
- External roles primarily in private companies and a nonprofit; no related‑party transactions involving Canan disclosed; audit committee screens related‑person transactions under written policy .
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Overall view: Board leadership, audit expertise, and recent governance enhancements are positives for investor confidence. Compensation mix (cash retainer + RSUs) and meaningful equity ownership align director incentives with shareholders; no red‑flag conflicts or pledging disclosed .