Kathleen Steele
REV GroupAbout Kathleen Steele
Independent Class I director at REV Group since January 2024; age 49. Brings 25+ years of investment management and financial leadership, currently serving as Advisor to Equity Group Investments after previously holding a Managing Director role there through June 2023. Began her career in Merrill Lynch’s investment banking division (industrial M&A/capital raising) and holds a BA in economics and mathematics from Dartmouth College. Term expires at the 2027 annual meeting; Board determined she is independent under NYSE/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Equity Group Investments | Managing Director → Advisor | Joined July 2000; MD through June 2023; Advisor currently | Strategic investing and portfolio leadership |
| Merrill Lynch, Pierce, Fenner & Smith | Investment Banking (Industrial M&A/capital raising) | Early career | Transaction execution experience; finance acumen |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Equity Group Investments | Advisor | Current | Primary outside role disclosed |
| Public company boards | Not disclosed | — | No other public company directorships disclosed in proxy |
Board Governance
- Committee assignments: Compensation Committee Chair; independent director, Class I .
- Independence: Board determined all directors except CEO are independent (includes Steele) .
- Attendance: Board met 7 times in FY2024; each director attended at least 75% of Board/committee meetings; directors encouraged to attend annual meeting .
- Leadership: Independent Chairman (Jean Marie “John” Canan); separate CEO/Chair roles; executive sessions led by Chair .
- Policies: Anti-hedging and anti-pledging policy; prohibited short sales, derivatives, hedging/monetization, margin accounts/pledging .
- Stock ownership guidelines: Independent directors expected to hold equity equal to 3× annual cash retainer; directors either achieved or are on track within five years .
| Committee | Steele Role | Other Members |
|---|---|---|
| Compensation | Chair | Cynthia Augustine (Member), David Dauch (Member) |
| Audit | Not a member | Audit members: O’Connell (Chair), Canan (Member), Dutil (Member) |
| Nominating & Corporate Governance | Not a member | O’Connell (Member), Canan (Member) |
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Fees earned/paid in cash | $62,605 | Includes prorated Board retainer and committee fees; plus $7,500 special committee retainer |
| Stock awards (RSUs, grant-date fair value) | $87,891 | Annual director RSU grant; prorated based on start date |
| Total | $150,496 | FY2024 director compensation total |
| Director Compensation Structure | Amount | Notes |
|---|---|---|
| Annual Board retainer (independent directors) | $80,000 | Paid quarterly |
| Committee chair fees | $20,000 (Comp; raised from $15,000 in Aug 2024); $22,500 (Audit); $15,000 (Nominating) | Chair fees; Comp chair rate increased in Aug 2024 |
| Committee membership fee | $7,500 per committee | Applies to each committee service |
| Independent Board Chair retainer | $80,000 | Established FY2024; lead director retainer ($25,000) ceased Mar 15, 2024 |
| Annual director RSU grant | $110,000 (30-day avg price basis) | Prorated for directors joining in FY2024 (including Steele) |
| Special committee one-time retainer | $7,500 (chair additional $7,500) | Committee dissolved April 15, 2024 |
Performance Compensation
- Non-employee director equity is time-based RSUs; no performance-based equity disclosed for directors. Performance Stock Units (PSUs) are for executives, not non-employee directors .
Other Directorships & Interlocks
- No public company board interlocks disclosed for Steele in the 2025 proxy .
- Related party transactions: Proxy discloses transactions with Former Sponsors (e.g., $0.2M reimbursements) but no Steele-specific related party transactions disclosed; audit committee reviews and approves RPTs per policy .
Expertise & Qualifications
- Investment management and financial leadership (Managing Director/Advisor at EGI) .
- Transactional finance (M&A and capital raising at Merrill Lynch) .
- Education: Dartmouth College BA, economics and mathematics .
Equity Ownership
| Metric | Value | Evidence |
|---|---|---|
| Beneficial ownership (shares) | 8,718 | As of Jan 8, 2025 |
| Ownership % of shares outstanding | <1% | Company notes “less than one percent”; 52,054,444 shares outstanding |
| RSUs outstanding (Oct 31, 2024) | 5,107 | Outstanding RSUs held |
| Insider awards (Form 4) | 5,107 RSUs on 2024-01-10; 3,611 RSUs on 2024-12-05 | SEC Form 4 filings |
| Anti-hedging/pledging | Prohibited | Policy applies to directors |
| Ownership guidelines | 3× annual cash retainer; 5-year compliance window | Directors on track or achieved |
Insider Trades Detail
| Date (Transaction) | Type | Shares | Price | Post-Transaction Owned | Filing Link |
|---|---|---|---|---|---|
| 2024-01-10 | Award (RSUs) | 5,107 | $0 | 5,107 | |
| 2024-12-05 | Award (RSUs) | 3,611 | $0 | 8,718 |
Compensation Committee Analysis
- Committee composition: Steele (Chair), Augustine, Dauch .
- Charter change: On Dec 5, 2024, charter amended to formalize Compensation Committee’s principal role in executive compensation determination .
- Consultant: Mercer engaged May 2024 as independent compensation consultant; conflicts review found none; replaced Aon; uses WTW survey tools .
- Peer group: Alamo Group, Astec Industries, Blue Bird, Federal Signal, Greenbrier (added in 2024), Hyster-Yale, LCI Industries, Miller Industries, Manitowoc, Titan International, Wabash, Winnebago; Shyft Group removed in 2024 .
- Equity design updates: Beginning Dec 2024, executives move from RSAs to RSUs with 3-year ratable vesting; add PSUs with relative ROIC and TSR modifier; CEO awards at least 50% PSUs; transition vesting schedule detailed for Dec 2024–2026 grants .
Say-on-Pay & Shareholder Feedback
- 2024 advisory say-on-pay approval: approximately 98% of votes cast supported NEO compensation .
Governance Assessment
- Strengths:
- Independent director and Compensation Committee Chair; supports pay-for-performance transition (PSUs, ROIC/TSR), enhancing alignment with stockholders .
- Strong governance framework: majority voting, independent chair, anti-hedging/anti-pledging, ownership guidelines .
- Director attendance threshold met; Board conducted annual self-evaluations; ESG oversight by nominating committee .
- Mercer engagement with no conflicts; updated peer group to maintain comparability .
- Watch items / potential red flags:
- None specific to Steele disclosed (no related-party transactions, hedging/pledging prohibited). Special committee retainers were modest and disclosed; not atypical .
- Monitor director equity accumulation versus 3× retainer guideline (company indicates directors are on track/achieved) .
Overall, Steele’s finance/investment background and role as Compensation Chair, combined with the shift to PSUs and formalized committee authority, signal constructive governance posture for investor confidence .