Stephen Zamansky
REV GroupAbout Stephen Zamansky
Stephen Zamansky, 54, is Senior Vice President, General Counsel and Secretary of REV Group, appointed in October 2023. He previously served as General Counsel at Cooper Tire & Rubber (2011–2021), Essar Minerals Americas (2008–2011), and earlier at Titan Energy and DSL.net; he holds a J.D. from Boston College Law School and a B.A. from the University of Michigan . During his tenure, REV Group delivered FY2024 net sales of $2,380.2M, Adjusted EBITDA of $162.8M, and net income of $257.6M , while cumulative company TSR increased to $417.61, outpacing the company’s disclosed peer group TSR of $167.38 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cooper Tire & Rubber Company | SVP, General Counsel & Secretary | 2011–2021 | Led legal function for global tire manufacturer |
| Essar Minerals Americas Inc. | SVP, General Counsel & Secretary | 2008–2011 | Oversaw legal matters for North American operations |
| Titan Energy | General Counsel | Not disclosed | Senior legal leadership in energy sector |
| DSL.net, Inc. | General Counsel | Not disclosed | Legal lead at telecom/Internet services company |
External Roles
- No public company directorships disclosed .
Fixed Compensation
| Item | FY2024 | Notes |
|---|---|---|
| Base salary ($) | 450,000 | As disclosed in Summary Compensation Table |
| Target annual bonus (% of salary) | 70% | Management Incentive Plan (MIP) target |
| Actual annual bonus paid ($) | 362,250 | Paid under MIP for FY2024 |
Performance Compensation
Annual MIP design and FY2024 outcomes
- Structure: Company-wide metrics (same for corporate employees): Adjusted EBITDA and Average Net Working Capital as % of sales (Average NWC). Thresholds: 90% of Adjusted EBITDA target and 75% of Average NWC target must be met for any payout .
- FY2024 targets/achievement: Adjusted EBITDA target $155M; achieved 105% of target. Average NWC target 10.9%; achieved 95% of target. Plan formula yielded a 109% payout factor; Board exercised discretion to increase corporate payout factor to 115% recognizing debt reduction and late-year NWC improvement .
| Metric | Weighting | FY2024 Target | FY2024 Actual/Achievement | Payout factor |
|---|---|---|---|---|
| Adjusted EBITDA | Not disclosed | $155M | 105% of target | Contributed to 109% formula payout; adjusted to 115% corporate-wide |
| Average NWC (% of sales) | Not disclosed | 10.9% | 95% of target | Contributed to 109% formula payout; adjusted to 115% corporate-wide |
Notes:
- Individual Performance Factor could adjust payouts ±20%; no adjustments were approved for NEOs other than the CEO (whose MIP was increased 12%); Zamansky’s payout reflected the corporate factor .
Long-term equity (LTI) – awards and evolution
- Initial award on hire (FY2023): Restricted Stock Award (RSA). As of 10/31/2024, 43,776 RSA shares unvested; vest in equal annual tranches of 10,944 on Dec 31, 2024–2027 . No new FY2024 LTI grant due to initial award timing .
- Valuation: Unvested RSA market value $1,160,064 at 10/31/2024 .
- Program changes effective with December 2024 grants: move to RSUs only for time-based awards (3-year ratable vesting); introduction of PSUs for senior leaders with at least 50% PSU mix for CEO; PSU metrics: relative ROIC with a TSR modifier; PSU vesting structure transitions to 3-year cliff by 2026 grant . Executive officers will receive a mix of RSUs and PSUs annually .
| LTI component | Grant size / shares | Grant date | Vesting | Current value |
|---|---|---|---|---|
| RSAs (hire award) | 43,776 unvested as of 10/31/2024 | FY2023 (on hire) | 10,944 on 12/31/2024; 10,944 on 12/31/2025; 10,944 on 12/31/2026; 10,944 on 12/31/2027 | $1,160,064 at 10/31/2024 |
| FY2024 new equity | — | — | — | Not granted due to initial hire award timing |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 63,004 shares as of Jan 8, 2025; <1% of outstanding |
| Vested vs. unvested | Unvested RSAs: 43,776 as of 10/31/2024; vest 10,944 shares annually through 2027 |
| Ownership guidelines | 3× base salary for executives reporting to CEO; 5-year compliance window; NEOs/directors have achieved or are on track for compliance |
| Hedging/pledging | Prohibited; no margin accounts or pledging permitted |
| Clawbacks | Dodd-Frank financial restatement clawback and misconduct clawback policies apply to cash and equity |
Employment Terms
| Provision | Key terms |
|---|---|
| Employment agreement | Company discloses no employment agreements for NEOs |
| Severance (involuntary, non‑cause) | Cash severance equal to base salary; for Zamansky: $450,000 at 10/31/2024 |
| Change-in-control (CIC) | Double-trigger cash payment: 2× (salary + target MIP), plus up to $30,000 outplacement and up to 18 months medical/dental coverage; Zamansky estimated CIC payment $1,530,000 at 10/31/2024 |
| Equity on CIC | No single-trigger vesting; for Zamansky’s RSAs, unvested shares vest upon CIC plus qualifying termination within 12 months (double-trigger) |
| Restrictive covenants | Post-termination non-compete 18 months; non-solicit of clients/employees 18 months; confidentiality/trade secrets per policy |
| Insider trading | Requires pre-clearance for certain persons; prohibits trading on MNPI |
Say-on-Pay, Peer Group, and Governance Features
- Say-on-Pay: 2024 annual meeting (covering 2023 NEO pay) approved by ~98% of votes cast, indicating strong shareholder support .
- Compensation consultant: Mercer engaged in May 2024 as independent advisor (replacing Aon); no conflicts identified .
- Benchmarking peer group (select): Alamo Group, Astec Industries, Blue Bird, Federal Signal, Greenbrier, Hyster-Yale, LCI Industries, Miller Industries, Manitowoc, Titan International, Wabash, Winnebago; peer group updated in 2024 (added Greenbrier, removed Shyft) .
- Program safeguards: anti-hedging/pledging policy ; robust stock ownership guidelines ; clawbacks ; no single-trigger CIC, no tax gross-ups, no repricing of options, limited perquisites .
Performance & Track Record (company context during tenure)
| Metric | FY2024 result |
|---|---|
| Net sales | $2,380.2M |
| Adjusted EBITDA | $162.8M |
| Net income | $257.6M |
| Company TSR (cumulative) | $417.61; peer group TSR $167.38 |
| Capital returns | New $250M buyback authorization (replacing prior $175M) and 20% dividend increase to $0.24 annualized |
Strategic transactions and positioning: divested non-core bus assets (Collins Bus and ENC), simplified reporting structure to two segments, and set FY2025 guidance of net sales $2.3–$2.4B, Adjusted EBITDA $190–$220M, free cash flow $90–$110M .
Investment Implications
- Alignment and selling pressure: With 43,776 RSAs vesting in four equal annual tranches (10,944/year through 2027), potential insider selling pressure is modest and spread over multiple years; hedging/pledging is prohibited, reducing forced-sale risk . Ownership guidelines at 3× salary for his level support continued alignment; management reports executives are on track to meet requirements .
- Pay-for-performance linkage: Annual incentives are tied to Adjusted EBITDA and working capital efficiency, with explicit threshold and maximum mechanics; FY2024 payout factor was 115% after discretionary adjustment for debt reduction and NWC improvement, indicating formulaic alignment with operational performance .
- Forward LTI mix: The shift to RSUs (3-year ratable) plus PSUs (relative ROIC with TSR modifier; moving to 3-year cliff vest) strengthens multi-year alignment with returns and shareholder value; Zamansky should participate in the new mix beginning with post-December 2024 cycles .
- Retention and change-in-control economics: Standard severance (1× salary for involuntary separation) and double-trigger CIC payout ($1.53M) are moderate versus market and do not create outsized change-in-control incentives; equity requires a termination in connection with CIC for acceleration .
- Governance quality: Strong shareholder support on Say-on-Pay (98%), formal clawbacks, anti-hedging/pledging, and no single-trigger CIC reduce governance red flags; no tax gross-ups and no option repricing permitted .
Overall: Compensation design and policies indicate solid alignment and manageable retention risk. The transition to PSU-based LTI with ROIC and TSR modifier should further tighten pay-performance linkage. Near-term vesting flows are modest, suggesting limited insider selling pressure, while severance/CIC terms are moderate and shareholder-friendly .