Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 11, 2020, the Board of Directors (the "Board") of REV Group, Inc. (the
"Company") approved the appointment of Mark Skonieczny as Chief Financial
Officer of the Company, effective as of June 13, 2020, replacing Dean Nolden in
this role.
Prior to his appointment as Chief Financial Officer of the Company, Mr.
Skonieczny, 51, previously served as the Vice President and Corporate Controller
at Adient PLC from October 2016 through October 2019. During this time, Mr.
Skonieczny also held additional responsibilities as Vice President of Finance
for the Global Seating Business and most recently Vice President of Finance for
the Asia Pacific region. From October 1999 through October 2016, Mr. Skonieczny
held numerous roles at Johnson Controls, Inc., including Vice President of
Corporate Development (December 2013 to October 2016), Vice President of Finance
- Power Solutions Business (April 2012 to December 2013), Vice President of
Finance - Building Efficiency (August 2007 to April 2012) and Assistant
Corporate Controller (October 2004 to August 2007).
In connection with his appointment as Chief Financial Officer, the Company
entered into an offer letter (the "Offer Letter") with Mr. Skonieczny setting
forth certain terms of his employment with the Company commencing June 13, 2020.
The Offer Letter and Mr. Skonieczny's employment thereunder may be terminated
with or without cause or notice, by the Company or by Mr. Skonieczny.
Under the terms of the Offer Letter, Mr. Skonieczny will receive an initial
annual base salary of $470,000. In addition, Mr. Skonieczny will be eligible to
participate in the REV Management Incentive Plan for fiscal year 2020 at a
target level of 75% of base salary, with a maximum payout of 150% of base
salary. Mr. Skonieczny will also be eligible to participate in the Rev Group,
Inc. 2016 Omnibus Incentive Plan (the "Plan") and on June 13, 2020 the Board
granted an initial restricted stock award to Mr. Skonieczny under the Plan
equivalent to 140% of his base salary, vesting in equal installments on December
31st of each of 2020, 2021, 2022 and 2023. The share amounts for each of these
awards was determined based on the Company's average share price for the prior
30 days at the time of grant. Additional annual awards under the Plan are
expected to be reviewed by the Board in December of each year. Mr. Skonieczny
will also be eligible to participate in all employee benefits plans offered to
the Company's employees generally.
The foregoing description of the Offer Letter contained herein does not purport
to be complete and is qualified in its entirety by reference to the complete
text of the Offer Letter. A copy of the Offer Letter will be filed as an exhibit
to the Company's next quarterly report on Form 10-Q.
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