Maureen O’Connell - Director | REV Group (REVG) Executive Profile & Compensation

About Maureen O’Connell

Maureen O’Connell, age 63, has served as an independent Class II director of REV Group, Inc. since August 2023 and is standing for re‑election in 2025 . She is the Audit Committee Chair and a member of the Nominating and Corporate Governance Committee, with deep finance, operations, supply chain, technology, and cybersecurity oversight credentials; she is NACD‑certified, holds a CERT Cyber‑Risk Oversight Certificate, a BA in accounting/economics from NYU, and a master’s in finance from Manhattanville University . Her background includes EVP, CAO and CFO roles at Scholastic (2007–2017), supporting board effectiveness in financial oversight .

Past Roles

Organization	Role	Tenure	Committees/Impact
Scholastic, Inc.	EVP, Chief Administrative Officer and CFO	2007–2017	Led finance/operations; board‑ready financial expertise

External Roles

Organization	Role	Tenure	Committees/Impact
Northwest Healthcare Properties REIT	Director	Not disclosed	Board member; healthcare real estate oversight
Acacia Research Corporation	Director	Not disclosed	Board member; IP/strategic investments exposure
ISACA (private)	Director	Not disclosed	Technology governance/cyber oversight
HH Global Ltd (private)	Director	Not disclosed	Marketing services governance

Board Governance

Independence: The Board determined all directors except the CEO are independent; O’Connell is independent .
Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee Member. All Audit Committee members qualify as “audit committee financial experts” .
Board/committee activity and attendance: FY2024 Board met 7 times; Audit 6; Compensation 5; Nominating & Corporate Governance 4. Each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting except one former director (Cusumano) .
Special committee service: She served on a special committee related to former sponsors’ offerings and received one‑time retainers (including an additional retainer as special committee chair), signaling engagement in significant capital markets matters .

Fixed Compensation

Component	Amount/Policy	FY2024 Actual
Annual Board cash retainer (independent directors)	$80,000 policy	Included in Fees Earned (aggregated)
Committee chair/member fees	Audit Chair $22,500; Nominating Chair $15,000; Compensation Chair $20,000; Committee member $7,500 each	Included in Fees Earned (aggregated)
Special committee retainer	$7,500 one‑time; additional $7,500 for special committee chair	Included in Fees Earned (aggregated)
Total FY2024 fees earned (cash)	—	$110,938
Director compensation cap	$1,000,000 per non‑employee director (cash + equity)	Not applicable (below cap)

Notes:

FY2024 cash figure reflects actual paid amounts and may differ from simple policy sum due to proration and timing .

Performance Compensation

Equity structure (directors): Independent directors received annual RSU grants equal to $110,000 (grant date fair value may vary by accounting valuation and proration for join dates) .
FY2024 stock awards to O’Connell: $115,823 grant‑date fair value .
No stock options or performance‑conditioned equity disclosed for directors; RSUs are time‑based .

Equity Element	FY2024 Detail	Vesting/Terms
Annual RSU grant (directors)	Target value $110,000; O’Connell grant‑date fair value $115,823	Vesting schedule not specified for directors in proxy
Outstanding RSUs held (as of 10/31/2024)	7,084 units	Not specified

Other Directorships & Interlocks

Public boards: Northwest Healthcare Properties REIT; Acacia Research Corporation .
Private boards: ISACA; HH Global Ltd .
Interlocks/conflicts: No related‑party transactions involving O’Connell disclosed; related‑party section notes only former sponsor arrangements and reimbursements (not director‑specific) .

Expertise & Qualifications

Financial expertise: Former CFO; Audit Committee Chair; qualifies among audit financial experts; strong alignment with board risk oversight responsibilities .
Cyber/technology oversight: CERT Cyber‑Risk Oversight Certificate; ISACA board role; audit committee oversight of technology/cyber risk .
Governance credentials: NACD‑certified director; experience across media, education, digital, retail, technology, professional services, biotech, pharma, homebuilding, real estate, and insurance .

Equity Ownership

Item	Amount
Beneficial ownership (common shares)	13,434 shares
Outstanding RSUs	7,084 RSUs
Shares outstanding (reference base)	52,054,444 shares (as of 1/8/2025)
Ownership as % of outstanding	≈0.026% (13,434 ÷ 52,054,444)
Anti‑hedging/anti‑pledging	Company prohibits hedging and pledging by directors
Director stock ownership guideline	3× annual cash retainer; directors are either compliant or on track within 5 years

Governance Assessment

Board effectiveness: O’Connell’s Audit Chair role, audit financial expert status, and cyber governance credentials strengthen financial reporting and risk oversight; she also served on the special committee addressing sponsor‑related offerings, demonstrating higher engagement in capital structure actions .
Independence and attendance: Independent; board‑wide attendance thresholds met; supports investor confidence in active oversight .
Alignment: Mix of cash retainer plus time‑based RSUs; director ownership guidelines, anti‑hedging and anti‑pledging policies reinforce alignment and mitigate risk of misaligned incentives .
Shareholder‑friendly governance signals: Board proposed eliminating supermajority provisions; formalized compensation committee authority; strong say‑on‑pay support in 2024 (~98% approval), indicating constructive investor engagement and responsiveness .
Conflicts/RED FLAGS: No O’Connell‑specific related‑party transactions disclosed; no hedging/pledging allowed; director compensation below plan cap; no option repricing or tax gross‑ups disclosed for directors. Based on proxy disclosures, no director‑specific red flags identified for O’Connell .