Mark Skonieczny

About Mark Skonieczny

Mark A. Skonieczny (age 55) is President, Chief Executive Officer, and Director of REV Group. He became Interim CEO in January 2023, was appointed CEO in May 2023, and previously served as CFO from June 2020 to April 2024. He holds a bachelor’s degree in accounting from Michigan State University and began his career as a CPA with Coopers & Lybrand before senior finance roles at Johnson Controls and Adient PLC . Under his tenure, REV’s FY2024 company TSR (value of $100 investment) rose to $417.61 vs. peer group $167.38, Net Income reached $257.6M, and Adjusted EBITDA increased to $162.8M, with management identifying Adjusted EBITDA, Net Working Capital, and Net Sales as the most important pay-performance measures for 2024 .

Past Roles

External Roles

No external public company directorships or committee roles for Mr. Skonieczny were disclosed in the proxy beyond his service on REV’s Board .

Fixed Compensation

Notes and structure:

• 2024 Management Incentive Plan (MIP) metrics and targets: Adjusted EBITDA target $155M and Average Net Working Capital (NWC) target 10.9%; threshold 90% of EBITDA and 75% of NWC required for any payout . 2024 calculated payout factor was 109% (105% of EBITDA target and 95% of NWC), with a Board‑approved discretionary uplift to 115% for corporate employees; CEO’s payout further increased by 12% for individual leadership impact (filling critical roles and executing bus divestitures) .

Performance Compensation

Additional details:

• Equity plan permits change‑in‑control treatment at administrator’s discretion; no automatic single‑trigger vesting; performance deemed met at target only if accelerated per plan provisions .

Equity Ownership & Alignment

Insider selling pressure considerations:

• Material vesting events cluster on December 31 annually through 2027 for pre‑Dec 2024 grants, and annual vesting under the 2024–2026 PSU transition, which may create trading windows; anti‑hedging/pledging mitigates risk‑taking and levered liquidity behavior .

Employment Terms

Board Governance (Director Service and Dual-Role Considerations)

• Board service: Director since January 2023; Class II; standing for re‑election at 2025 annual meeting .
• Independence status: Board determined all directors except Mr. Skonieczny are independent; he serves as CEO and director (non‑independent) .
• Committee roles: Not listed as a member of audit, compensation, or nominating and corporate governance committees (all committee members are independent) .
• Board structure: Separate Independent Chair (Jean Marie “John” Canan), which mitigates CEO/Chair concentration risks and supports independent oversight .
• Attendance: In FY2024, the Board met seven times; each director attended at least 75% of Board and applicable committee meetings; all then‑current directors attended the 2024 annual meeting (except one who has since departed) .
• Director compensation: As an employee director, Mr. Skonieczny receives no additional compensation for Board service .

Director Compensation (Board Context)

For reference, independent directors received cash retainers and RSU grants; chair and committee fees disclosed; the Omnibus Plan caps non‑employee director compensation at $1,000,000 per year .

Say‑on‑Pay & Compensation Committee

• Say‑on‑Pay: 98% approval at 2024 annual meeting for 2023 NEO compensation, reinforcing investor support for the program .
• Compensation governance: Independent compensation committee; Mercer engaged May 2024 as independent advisor (replacing Aon); no conflicts found . Peer group updated in FY2024 (added The Greenbrier Companies; removed The Shyft Group) to maintain size/industry comparability .
• Program practices: No single‑trigger CIC benefits; no tax gross‑ups; anti‑hedging/anti‑pledging; multi‑year vesting; clawbacks; no option repricing without stockholder approval .

Multi‑Year Compensation Detail (CEO)

Company Performance Under Tenure (selected metrics)

Compensation Structure Analysis (signals)

• Shift toward performance equity: Starting December 2024, CEO’s annual equity is at least 50% PSUs (relative ROIC with TSR modifier), increasing at‑risk pay alignment and performance leverage .
• Vesting cadence shortened for RSUs: Moving from four‑year to three‑year ratable vesting improves competitiveness and retention while pulling forward time‑based vesting .
• No high‑risk features: No single‑trigger CIC, no option repricing without a vote, no tax gross‑ups, and robust clawbacks and anti‑hedging/pledging policies reduce governance risk .

Risk Indicators & Red Flags

• Positive: 98% Say‑on‑Pay support; independent Chair; strong anti‑hedging/pledging and clawback policies; double‑trigger CIC only .
• Watch items: Large year‑end vesting tranches (Dec 31 each year through 2027) and PSU transition vesting dates could create periodic liquidity windows; performance goal adjustments on PSUs following asset divestitures can be scrutinized (e.g., Collins Bus impact) though tied to portfolio changes .

Investment Implications

• Alignment and incentives: The 2024 redesign (≥50% PSUs for CEO; ROIC/TSR focus) tightens pay-for-performance linkage and should reinforce capital discipline; ownership guidelines (5x salary) and anti‑hedging/pledging enhance alignment and reduce leverage risk .
• Execution track record: Under Skonieczny, TSR materially outpaced peers in FY2024, with significant Net Income and EBITDA improvement; Board recognized leadership in filling key roles and executing portfolio streamlining (bus divestitures), reflected in the MIP individual factor .
• Downside protections: Double‑trigger CIC with defined restrictive covenants mitigates abrupt change risks; lack of gross‑ups and no single‑trigger vesting reduce shareholder-unfriendly optics .
• Near‑term technicals: Concentrated year‑end vesting schedules and PSU transition may create episodic supply overhangs; however, trading remains subject to insider policies and blackout periods .