IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS TO BE HELD ON MARCH 3, 2022

FEBRUARY 29, 2024

The Notice of Annual Meeting of Stockholders to be held on March 3, 2022,February 29, 2024, the accompanying Proxy Statement and the Company’s 20212023 Annual Report on Form 10-K are available, free of charge, at www.edocumentview.com/REVG.

The Notice contains instructions on how to access our proxy materials and vote over the internet at www.investorvote.com/REVG and how stockholders can receive a paper copy of our proxy materials, including the accompanying Proxy Statement, a proxy card or voting instruction card and our fiscal year 20212023 Annual Report on Form 10-K. At www.computershare.com/investor, stockholders can also request to receive future proxy materials in printed form by mail or electronically by email.

/s/ Rodney N. Rushing
Rodney N. Rushing
President and Chief Executive Officer

Brookfield, Wisconsin
January 21, 2022TABLE OF CONTENTS

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REV GROUP, INC.

245 S. EXECUTIVE DRIVE, SUITE 100

BROOKFIELD, WI 53005

PROXY STATEMENT

FOR THE 2022 Annual Meeting2024 ANNUAL MEETING OF STOCKHOLDERS
March 3, 2022

February 29, 2024

We have sent you this Proxy Statement and the enclosed Proxy Card because the Board of Directors (the “Board”) of REV Group, Inc. (referred to herein as the “Company,” “REV,” “we,” “us” or “our”) is soliciting your proxy to vote at our 20222024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on March 3, 2022,February 29, 2024, at 10:00 a.m. local time, at the Renaissance Milwaukee West Hotel, 2300 N. Mayfair Rd., Wauwatosa, WI 53226.

In addition to solicitations by mail, our directors, officers and employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

Pursuant to the rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our Annual Meeting materials, which include this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended October 31, 20212023 (the “Form 10-K”), over the internet in lieu of mailing printed copies. We will begin mailing the Notice of Internet Availability to our stockholders of record as of January 10, 20222024 (the “Record Date”) for the first time on or about January 21, 2022.19, 2024. The Notice of Internet Availability will contain instructions on how to access and review the Annual Meeting materials and will also contain instructions on how to request a printed copy of the Annual Meeting materials. In addition, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials and the Form 10-K so that our record holders can supply these materials to the beneficial owners of shares of our common stock as of the Record Date. The Form 10-K isand Proxy Statement are also available in the “Investors” section of our website at investors.revgroup.com.

Which ballot measures are considered “routine” or “non-routine?”

Proposal No. 1, Proposal No. 3, Proposal No. 4 and Proposal No. 35 are considered “non-routine” under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there will be broker non-votes on Proposal No. 1, Proposal No. 3, Proposal No. 4 and Proposal No. 3.

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Proposal No. 2, the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2022,2024, is considered “routine” under applicable rules. A broker

or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal No. 2.

How many votes are needed to approve the proposal?

With respect to Proposal No. 1, directors are elected by a majority of the votes cast. This means that each of the three individuals nominated for election to the Board will be elected as a director if he or she receives a majority of votes cast (that is, the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that nominee). Our Corporate Governance Guidelines require any incumbent director who fails to receive the required number of votes for re-election to promptly tender his or her resignation, and the Nominating and Corporate Governance Committee of our Board of Directors will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. Taking into account the recommendation of the Nominating and Corporate Governance Committee, the Board will determine whether to accept or reject any such resignation, or what other action should be taken within 90 days from the certification of election results.

With respect to Proposal No. 2, Proposal No. 3 and Proposal No. 3,5, the affirmative vote of the majority of votes cast affirmatively or negatively is required for approval.

With respect to Proposal No. 4, the affirmative vote of the majority of votes cast is required for approval. If no frequency receives the foregoing vote, then we will consider the frequency that receives the highest number of votes cast by the stockholders to be the frequency recommended by our stockholders.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date.

What if I return a Proxy Card but do not make specific choices?

If we receive a signed and dated Proxy Card and the Proxy Card does not specify how your shares are to be voted, your shares will be voted “For” the election of each of the three nominees for director, “For” the ratification of the appointment of RSM US LLP as our independent registered public accounting firm, and “For” the approval of the compensation of our named executive officers.officers, “Every Year” on the frequency of future advisory votes on the compensation of our named executive officers and “For” the approval of the Amended and Restated REV Group, Inc. 2016 Omnibus Incentive Plan. If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your Proxy Card) will vote your shares in his or her discretion.

What does it mean if I receive more than one set of materials?

If you receive more than one set of materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must either sign and return all of the Proxy Cards or follow the instructions for any alternative voting procedure on each of the Proxy Cards.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

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If your shares are held by your broker, bank or other agent, you should follow the instructions provided by them.

When are stockholder proposals due for next year’s Annual Meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by September 23, 202221, 2024 to Stephen W. Boettinger,Zamansky, Secretary of the Board at 245 S. Executive Drive, Suite 100, Brookfield, Wisconsin 53005. Pursuant to our amended and restated bylaws, in order for a stockholder to present a proposal at the annual meeting, other than proposals to be included in the proxy statement as described above, you

must give timely notice thereof in writing to the Secretary of the Board, which must be received between October 31, 2024 and November 3, 2022 and December 3, 2022; 30, 2024; provided that if the date of that annual meeting is more than 30 days before or after March 3, 2023,February 29, 2025, notice must be received not earlier than the 120th day prior to the annual meeting date and not later than the later of the 70th day prior to the annual meeting date or the 10th day following the day on which public disclosure of the 20232025 annual meeting date is first made by us. You are also advised to review our amended and restated bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote are present in person or represented by proxy at the Annual Meeting. Abstentions and broker non-votes will be considered present for quorum purposes. If there is no quorum, either the chair of the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present in person or represented by proxy, may adjourn the Annual Meeting to another time or place.

How can I find out the results of the voting at the Annual Meeting?

Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.

Directions to Annual Meeting5

PROPOSAL NO. 1

Directions to our Annual Meeting, to be held at 2300 N. Mayfair Rd., Wauwatosa, WI 53226, are available at www.revgroup.com.

Proposal No. 1
Election of Directors

ELECTION OF DIRECTORS

The Company’s Board is presently composed of nineten members, who are divided into three classes, designated as Class I, Class II and Class III. One class of directors is elected by the stockholders at each annual meeting to serve a three-year term. Class I directors are Jean Marie Canan, Charles Dutil, Kathleen M. Steele and Donn Viola; Class II directors are Justin Fish,Maureen O’Connell, Joel Rotroff and Rodney Rushing;Mark Skonieczny; and Class III directors are Paul Bamatter, Dino Cusumano and Randall Swift.

Class III directors standing for re-election at the Annual Meeting are Justin Fish, Joel RotroffJean Marie Canan, Charles Dutil and Rodney Rushing.Kathleen M. Steele. Donn Viola, a Class IIII director, will not stand for re-election and will retire when his term expires at the Annual Meeting. Class II and Class IIII directors will stand for election at the 20232025 and 20242026 annual meetings of stockholders, respectively.

Each of the nominees for election to Class III is currently a director of the Company. If elected at the Annual Meeting, each of the nominees for election as Class III directors would serve for three years and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. If any nominee is unable or unwilling to be a candidate for election, the Board may appoint another nominee or reduce the size of the Board.

The following table sets forth information for the nominees who are currently standing for election:

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(1)     Member of the audit committee.

Set forth below is biographical information for the nominees. The following includes certain information regarding the nominees’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as a director.

Justin Fish

Jean Marie “John” Canan, Lead Independent Director

Mr. FishCanan has served as a member of our Board of Directors since 2016. Mr. FishCanan brings over 36 years of strategic, business development and financial leadership experience to REV. Mr. Canan retired from Merck & Co., Inc., where he held a number of positions, including Senior Vice President, Global Controller and Chief Accounting Officer. Mr. Canan is a partner at AIP, an organizationmember of the Board of Directors of Lectra SA, where he joinedsits on the Audit, Remuneration and Strategy committees, as well as the Board of Molycop, a private mining consumable company. He also is the Chairman of Sauvie, Inc, a private emerging biopharma company. Mr. Canan serves on the Board of Trustees of the US subsidiary of Angkor Hospital for Children based in 2012. Previously, he served as an investment associate for Chilton Investment Company. In addition,Cambodia. Mr. Fish has held a variety of financial, supply chain and operational roles with Lear Corporation. Mr. FishCanan graduated from Michigan State University’s Eli Broad College of BusinessMcGill University with a bachelorBachelor of artsCommerce degree in finance. He holdsand is a master of business administration degree from the Stanford Graduate School of Business.Canadian Chartered Accountant (ret.). Because of his financial, supply chainover 36 years of strategic, business development and operationalfinancial expertise, we believe Mr. FishCanan is well-qualifiedwell qualified to serve on our Board.

Joel Rotroff

Charles Dutil

Mr. RotroffDutil has served as a member of our Board of Directors since 2016. Mr. RotroffDutil brings over 30 years of experience in commercial vehicle manufacturing to REV. Since 2002, he has served as President and Chief Executive Officer of Manac Inc. Before that, Mr. Dutil served in various senior positions at Manac Inc., including Executive Vice President and Vice President of Marketing. He also sits on the Boards of Directors of Exprolink and Béton Bolduc Inc. Previously, he was a Director of the Groupe Environmental Labrie Inc., the Truck Trailer Manufacturers’ Association, FIER Entrepreneur, and Groupe Harnois. Mr. Dutil is a partner at AIP, an organization he joined in 2012. Mr. Rotroff previously served as an analystgraduate of HEC Montréal and associate at Baird Private Equity from 2006 to 2010. Prior to his employment with Baird Private Equity, Mr. Rotroff worked in the Healthcare group in the Investment Banking Division of Piper Jaffray & Co. Prior to Piper Jaffray & Co., Mr. Rotroff worked as a member of theWestern Business Planning team at Boston Scientific. Mr. Rotroff holds a bachelor of science degree in biomedical engineering from the University of Wisconsin, with honors and distinction, a master of engineering degree from Duke University and a master of business administration degree from the J.L. Kellogg School of Management at Northwestern University.School. Because of his extensive financialbusiness experience, we believe Mr. RotroffDutil is well-qualifiedwell qualified to serve on our Board.

Rodney Rushing6

Kathleen M. Steele

Mr. RushingMs. Steele has served onas a member of our boardBoard of directorsDirectors since he2024. Ms. Steele brings over 25 years of investment management and financial leadership experience to REV. Ms. Steele is currently an Advisor to Equity Group Investments, an organization she joined REV Group as Chief Executive Officer in March 2020. Prior to joining REV Group, Mr. RushingJuly 2000, and at which she most recently served as President, Building Solutions North

Americaa Managing Director through June 2023. Ms. Steele started her career in the investment banking division of Johnson Controls Inc.,Merrill Lynch, Pierce, Fenner & Smith Incorporated, where she worked on merger and acquisition and capital raising transactions, primarily in the industrial sector. Ms. Steele graduated from Dartmouth College with a $9 billion revenue business with 30,000 employees. Over the courseBachelor of 30 years with Johnson Controls Inc., Mr. Rushing demonstrated results-oriented leadershipArts degree in leading both producteconomics and service businesses within the Johnson Controls Inc. portfolio. Mr. Rushing’s experience and history of accomplishments spans sales and distribution management, engineering, product development, operations and M&A, and more than 20 years of P&L management. Mr. Rushing holds a B.S. in Electrical Engineering from Missouri University of Science and Technology and a MBA from Southern Illinois University.mathematics. Because of hisher extensive business experience, during which he has focused on delivering results for customersinvestment management and creating shareholder value,financial leadership expertise, we believe Mr. RushingMs. Steele is well-qualifiedwell qualified to serve on our Board.

THE BOARD RECOMMENDS A VOTE

FORTHE ELECTION OF EACH OF THE ABOVE-NAMED CLASS III NOMINEES

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9 PROPOSAL NO. 4

PROPOSAL NO. 5

APPROVAL OF AMENDED AND RESTATED REV GROUP, INC. 2016 OMNIBUS INCENTIVE PLAN

The Board, based on the recommendation of the compensation committee, approved the amendment and restatement of the Amended and Restated REV Group, Inc. 2016 Omnibus Incentive Plan (referred to herein as the “Omnibus Plan,” which shall be understood and construed as encompassing the plan prior to the proposed amendment and restatement, unless expressly stated otherwise), effective February 29, 2024, subject to stockholder approval at the Annual Meeting. The amendment and restatement of the Omnibus Plan includes the following changes to the Omnibus Plan:

We are asking our stockholders to approve these amendments. If the amendment and restatement of the Omnibus Plan is not approved, we may be unable to continue to grant equity compensation in the future to attract, motivate and retain eligible employees, consultants and non-employee directors.

Purpose of the Omnibus Plan

The purpose of the Omnibus Plan is to motivate and reward those employees and other individuals who are expected to contribute significantly to the success of the Company to perform at the highest level and to further the best interests of the Company and its stockholders. The Omnibus Plan has allowed us to provide our service providers with equity-based incentive awards that are competitive with those of companies with which we compete for talent.

Purpose of the Extension of the Term of the Omnibus Plan

The Omnibus Plan currently expires as of January 9, 2027. If the amendment and restatement of the Omnibus Plan is not approved, we will be unable to grant equity compensation in the future.

Purpose of the Increase in the Number of Shares Reserved Under the Omnibus Plan

The Omnibus Plan is our sole plan for providing equity incentive compensation to eligible employees, consultants and non-employee directors. The Omnibus Plan is a vital component of our compensation programs, and increasing the number of shares of common stock that may be issued under equity awards ensures that we have an adequate reserve of shares available for issuance in order to attract, motivate and retain personnel and to provide compensation opportunities to reward superior performance. If the amendment and restatement of the Omnibus Plan is not approved and we are unable to grant equity compensation in the future, we may need to consider other compensation alternatives, such as increasing cash compensation.

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The Board, based on the recommendation of the compensation committee, is recommending that stockholders approve an additional 1,112,000 shares of common stock under the Omnibus Plan. The members of our compensation committee possess significant experience in the review and oversight of equity compensation plans. The Company is committed to effectively managing our equity compensation share reserve while limiting stockholder dilution.

Purpose of the Additional Amendments to the Omnibus Plan

The additional amendments to the Omnibus Plan are designed to update the Omnibus Plan for recent changes in corporate governance, legal and regulatory developments, and to clarify certain provisions, and include the following changes:

Clarifies re-pricing limitations. The Omnibus Plan is being amended to clarify that (except for permitted anti-dilution adjustments under the Omnibus Plan), absent approval by the Company’s stockholders, re-pricing of any previously granted “underwater” stock options or stock appreciation rights by either (i) amending or modifying the terms of the award or (ii) cancelling the underwater award and granting replacement equity awards is prohibited.

Updates the “clawback” provision in the Omnibus Plan. The Omnibus Plan is being amended to clarify that grants made to executive officers are subject to “clawback” under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual and to clarify that the clawback of awards covers both time- and performance-based awards.

Includes a minimum vesting period for awards granted under the Omnibus Plan. The Omnibus Plan is being amended to generally mandate a vesting period of at least one year for awards that may be granted under the Omnibus Plan. However, the Administrator (as defined below) may grant awards not subject to such one year minimum vesting provision if such grants do not exceed, in the aggregate, five percent (5%) of the shares of common stock available for issuance under the Omnibus Plan.

Plan Highlights

The Omnibus Plan affords flexibility in designing long-term equity incentives that are responsive to evolving regulatory changes and compensation best practices. At the same time, the Omnibus Plan also contains a number of restrictive features that are designed to protect stockholder interests and ensure that awards are granted through a disciplined and thoughtful process, including the following:

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If our stockholders approve the amendment and restatement of the Omnibus Plan, we will file with the SEC a registration statement on Form S-8, as soon as reasonably practicable after the approval, to register the additional shares available for issuance under the Omnibus Plan.

Equity Compensation Plan Information

The following table summarizes our equity compensation plan information as of January 7, 2024:

Please see “Other Compensation Information—Equity Compensation Plan Information” for this information as of October 31, 2023, which was the last day of our fiscal year 2023.

Plan Summary

The following is a summary of the material terms and conditions of the Omnibus Plan, as amended and restated. This summary, however, does not purport to be a complete description of all provisions of the Omnibus Plan and is qualified in its entirety by reference to the full text of the Omnibus Plan, which is attached to this proxy statement as Exhibit A.

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Awards under the Omnibus Plan may be in the form of stock options (either incentive stock options or non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units or other stock-based or cash-based awards.

Authorized Shares. Subject to stockholder approval of the amendment and restatement of the Omnibus Plan, the number of shares of our common stock available for issuance under the Omnibus Plan as of the date of stockholder approval will be 2,872,218. This number of shares does not include awards granted in assumption of, or in substitution for, outstanding awards previously granted by a company or other business acquired by the Company or with which the Company combines. The shares are subject to adjustment or substitution in the event of any merger, reorganization, consolidation, recapitalization or, in the event the Administrator determines that it is appropriate, as a result of any dividend, distribution, stock split, reverse stock split, spin-off or similar transaction or other change in corporate structure affecting the shares. Any shares of common stock subject to awards that are forfeited, expired, terminated or otherwise lapse or are satisfied without the issuance of shares will again be available for grants under the Omnibus Plan.

Eligibility. All employees, non-employee directors and consultants are eligible for awards under the Omnibus Plan. As of October 31, 2023, we had 6,543 employees, 9 directors and 181 consultants. As of October 31, 2023, there were 98 participants under the Omnibus Plan. The basis for participation in the Omnibus Plan is the Board’s decision, in consultation with the recommendations of the compensation committee, that an award to an eligible participant will further the Omnibus Plan’s purposes of retaining, attracting, and rewarding non-employee directors and designated key employees and consultants of outstanding ability and motivating eligible participants to exert their best efforts to achieve the Company’s long-term goals. In designating participants under the Omnibus Plan, the Administrator will consider the recommendations of management and the purposes of the Omnibus Plan.

Types of Awards Under the Omnibus Plan. The following principal types of awards are available under the Omnibus Plan.

Stock Options. Options are rights to purchase shares of our common stock at a price and during a period determined by the Administrator. The exercise price of an option will not be less than the fair market value of our common stock on the date of the option grant. Options generally expire no later than 10 years after the date of grant except in the event of death or disability (other than with respect to an incentive stock option).

SARs. A SAR entitles the participant to receive, upon exercise, an amount equal to the excess of (i) the fair market value of one share of our common stock on the date of exercise (or such amount less than such fair market value as the Administrator will determine at any time during a specified period before the date of exercise) over (ii) the grant price of the SAR on the date of grant. The Administrator may award SARs in tandem with any option, any award (other than an option) or without regard to any option or other award. The Administrator will determine the time or times at which a SAR may be exercised or settled in whole or in part.

Restricted Stock/RSUs. Restricted stock is any share issued with the restrictions that (i) the participant may not, for a specified time or times, sell, transfer, pledge or assign such share, (ii) such shares will be forfeited if vesting conditions are not satisfied or upon the participant’s termination of service with the Company, and (iii) with such other restrictions as the Administrator, in its sole discretion, may impose. Restricted Stock Units (“RSUs”) represent the right to receive shares of our common stock in the future, with the right to future delivery of the shares also subject to the recipient’s continued employment or the attainment of performance goals or other events. Restrictions on restricted stock and RSUs may lapse separately or in combination at such times, in installments or otherwise, as the Administrator deems appropriate. The Administrator will determine the form or forms in which payment of the amount owing upon settlement of any RSU may be made.

Other Cash-Based and Share-Based Awards. The Omnibus Plan also authorizes the grant of awards in the form of other stock-based awards or other cash-based awards, as deemed to be consistent with the purposes of the Omnibus Plan. The Administrator will determine the terms and conditions of such awards.

Additional Provisions.

Change of Control. The Administrator will determine and provide in the applicable award agreement, if applicable, the effect, if any, on an award of the occurrence of a change in control of the Company.

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Transferability. Under the Omnibus Plan, except as permitted by the Administrator, awards are generally non-transferable other than by will or by the laws of descent and distribution.

Amendment and Termination. The Board can amend, alter or discontinue the Omnibus Plan, but no amendment, alteration or discontinuation can be made that would impair the rights of a participant under any award granted without such participant’s consent or that would increase the total number of shares of common stock reserved under the Omnibus Plan. In addition, stockholder approval may be required with respect to certain amendments, due to stock exchange rules or requirements of applicable law. The Omnibus Plan, unless sooner terminated by the Board, will remain in effect through February 29, 2034.

Clawback Provision for Executive Officers. All awards granted under the Omnibus Plan are subject to “clawback” in accordance with any clawback policy that the Company has adopted and pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 10D of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual. The Company’s clawback policy requires that any incentive compensation paid to any current or former executive officer is subject to “clawback” if the incentive compensation was calculated based on financial statements that were required to be restated due to material noncompliance with financial reporting requirements and that such noncompliance resulted in overpayment of the incentive compensation within the three fiscal years preceding the date the restatement was required. Any “clawback” of such incentive compensation under the clawback policy is limited to the portion that the executive should not have received if the financial statements that were required to be restated due to material noncompliance with financial reporting requirements had been reported properly. The Company’s clawback policy does not limit the ability of the Company to pursue forfeiture or reclaim payments under other legal rights. Additionally, the Administrator may generally cancel or require reimbursement of any awards granted under the Omnibus Plan (including time- and performance-based awards) and shares of common stock issued or cash received upon vesting, exercise or settlement of any such award or sale of shares of common stock underlying such award.

U.S. Federal Income Tax Consequences of Awards.

Incentive Stock Options. In general, neither the grant nor the exercise of an incentive stock option granted under the Omnibus Plan will result in taxable income to the option holder or a deduction to us. In general, if the option holder does not dispose of stock received upon exercise of an incentive stock option within two years after the date the option is granted and within one year after the date of exercise, any later sale of such stock will result in a capital gain or loss (and we are not entitled to a corresponding deduction). If stock received upon the exercise of an incentive stock option is disposed of before the holding period requirements described above have been satisfied, the option holder will generally realize ordinary income at the time of disposition. The amount of such ordinary income will generally be equal to the difference between the fair market value of the common stock on the date of exercise and the exercise price (or, if less, the difference between the amount realized on disposition of the stock and the exercise price). In the case of a disqualifying disposition in which a loss (if sustained) would be recognized, then the amount of ordinary income will not exceed the excess of the amount realized on the sale over the adjusted basis of the stock (that is, in general, the price paid for the stock). We will generally be entitled to a deduction for Federal income tax purposes equal to the amount of ordinary income realized by the option holder, subject to any necessary withholding and reporting requirements.

Certain option holders exercising incentive stock options may become subject to the alternative minimum tax, under which the difference between (i) the fair market value of stock purchased under incentive stock options, determined on the date of exercise, and (ii) the exercise price, will be an item of tax preference in the year of exercise for purposes of the alternative minimum tax.

Non-Qualified Stock Options. Options granted under the Omnibus Plan which are not incentive stock options are “non-qualified options.” In general, no income results upon the grant of a non-qualified option. When an option holder exercises a non-qualified option, he or she will generally realize ordinary income subject to withholding. Generally, such income will be realized at the time of exercise and in an amount equal to the excess, measured at the time of exercise, of the then fair market value of our common stock over the option price. We will generally be entitled to a deduction for Federal income tax purposes equal to the amount of ordinary income realized by the option holder, subject to certain withholding and reporting requirements.

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Restricted Stock and Share-Based Awards. Generally, restricted stock and share-based awards are not taxable to a participant at the time of grant, but instead are included in ordinary income (at the then fair market value less any amount paid for the stock) when the restrictions lapse. A participant may elect to recognize income at the time of grant, in which case the fair market value of our common stock at the time of grant is included in ordinary income and there is no further income recognition when the restrictions lapse. We are generally entitled to a tax deduction in an amount equal to the ordinary income recognized by the participant.

Restricted Stock Units. Generally, the participant will not be subject to tax upon the grant of an award of RSUs but will recognize ordinary income in an amount equal to the fair market value of any shares received on the date of delivery of the underlying shares of common stock. We will generally be entitled to a corresponding tax deduction.

Stock Appreciation Rights. Generally, the participant will not be subject to tax upon the grant of a stock appreciation right. However, upon the receipt of shares pursuant to the exercise of a stock appreciation right, the participant, generally, will recognize ordinary income in an amount equal to the fair market value of the shares received. The ordinary income recognized with respect to the receipt of shares upon exercise of stock appreciation rights will be subject to any necessary withholding and reporting requirements. Generally, we will not be entitled to a tax deduction upon the grant or termination of stock appreciation rights. However, we will, generally, be entitled to a deduction for Federal income tax purposes equal to the amount of ordinary income realized by the participant.

This summary is not a complete description of the U.S. Federal income tax aspects of the Omnibus Plan. Moreover, this summary relates only to Federal income taxes; there may also be Federal estate and gift tax consequences associated with the Omnibus Plan, as well as foreign, state and local tax consequences.

New Plan Benefits

Any awards under the Omnibus Plan will be at the discretion of the Administrator. It is not possible at present to determine the amount or the form of any award that will be granted to any individual during the term of the Omnibus Plan, or to determine the benefits or amounts that would have been received by or allocated to participants for fiscal year 2023 under the Omnibus Plan if the Omnibus Plan was then in effect, as described in the federal proxy rules.

Existing Plan Benefits to Named Executive Officers

The following table sets forth, with respect to each named executive officer, the number of shares subject to awards granted under the Omnibus Plan from plan inception through October 31, 2023. These share numbers do not take into effect awards that have been cancelled or, with respect to options, expired unexercised.

THE BOARD RECOMMENDS A VOTE FORTHE APPROVAL OF THE AMENDED AND RESTATED REV GROUP, INC. 2016 OMNIBUS PLAN.

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CORPORATE GOVERNANCE

Corporate Governance

Board Composition

Our business and affairs are managed under the direction of our Board. Our Board is currently composed of ten directors. Our Board recently expanded to include one new director to allow for an orderly transition related to the previously announced retirement of Donn Viola. Simultaneously with the Annual Meeting and the election of the Class I directors, the size of the Board will automatically reduce from ten to nine directors. The number of directors is fixed by our Board, subject to the terms of our amended and restated certificate of incorporation and our amended and restated bylaws.

Our amended and restated certificate of incorporation and our amended and restated bylaws provide for a classified Board consisting of three classes of directors, each serving staggered three-year terms as follows:

(1) Our Class I directors are Messrs. Canan, Dutil and Viola and Ms. Steele. Mr. Viola has announced his retirement from the Board when his term expires at the Annual Meeting. Messrs. Canan and Dutil and Ms. Steele are nominated for re-election at the Annual Meeting.

(2) Our Class II directors are Ms. O’Connell and Messrs. Rotroff and Skonieczny, and their terms will expire at the annual meeting of stockholders in 2024.

(2) Our Class II directors are Messrs. Fish, Rotroff and Rushing, and they are nominated for re-election at the Annual Meeting.

2025.

(3) Our Class III directors are Messrs. Bamatter, Cusumano and Swift, and their terms will expire at the annual meeting of stockholders in 2023.

2026.

At each annual meeting of stockholders, upon the expiration of the term of a class of directors, the successor to each such director in the class will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualified.qualified, or until his or her earlier death, resignation or removal. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors.

Independence

The Board has affirmatively determined that all of our directors except Mr. RushingSkonieczny meet the definition of “independent director” under the applicable rules and regulations of the SEC and the applicable listing standards of the NYSE.

Committees of the Board of Directors

Our Board has three standing committees: the audit committee, the compensation committee and the nominating and corporate governance committee. The charter of each committee is available on our website at www.revgroup.com.www.revgroup.com.

Audit Committee

Our audit committee is composed of Messrs. Canan, Dutil and Viola, with Mr. Canan serving as chairman of the committee. Mr. Viola will retire when his term expires at the Annual Meeting, and the resulting vacancy on the audit committee will be filled at that time. Our Board has determined that each member of the audit committee meets the independence requirements under the applicable rules and regulations of the SEC and the applicable listing standards of the NYSE and all members of the audit committee meet the financial literacy requirements under the applicable rules and regulations of the SEC and the applicable listing standards of the NYSE. Our Board has determined that all members of the audit committee qualify as “audit committee financial experts” as defined under SEC rules.

The audit committee’s responsibilities include, among other things:

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Compensation Committee

Our compensation committee is composed of Messrs. Bamatter, Cusumano and Viola, with Mr. Cusumano serving as chairman of the committee. Mr. Viola will retire when his term expires at the Annual Meeting, and the resulting vacancy on the compensation committee will be filled at that time. The compensation committee’s responsibilities include, among other things:

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Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is composed of Ms. O’Connell and Messrs. Bamatter Fish and Rotroff, with Mr. Bamatter serving as chairman of the committee. The nominating and corporate governance committee’s responsibilities include:

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Board Leadership Structure and Role in Risk Oversight

Our Board is currently responsible for overseeing our risk management process. The Board focuses on our general risk management strategy and the most significant risks facing us and ensures that appropriate risk mitigation strategies are implemented by management. The Board is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

In particular, our Board is responsible for monitoring and assessing strategic risk exposure, our Audit Committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures and our Compensation Committee has taken to assess and monitor whether any of our compensation policies and programs has the potential to encourage unnecessary risk-taking. In addition, our Audit Committee oversees our information security program and any related person transactions.

We currently separate the positions of Chief Executive Officer and Chairman of the Board. The Board believes that such structure is in the best interest of the Company at this time, as it allows for a more effective monitoring and objective evaluation of the performance of management. The Chairman of the Board also acts as the presiding director during executive sessions of non-management directors.

Mr. Bamatter currently serves as the Company’s independent chair.Chairman of the Board, and Mr. Canan previously servedserves as the Lead Independent Director until June 15, 2021, when AIP ceased to beneficially own a majority of the Company’s common stock. During the time that Mr. Canan served as lead independent director, and currently alongsideDirector. Alongside Mr. Bamatter, Mr. Canan assists the Chair in managing the governance of the Board and acts as a liaison between the

Chair and other directors. Similar to duringdirectors who were not nominated by (i) American Industrial Partners Capital Fund IV, LP, (ii) American Industrial Partners Capital Fund IV (Parallel), LP and (iii) AIP/CHC Holdings, LLC (collectively, the time he served as lead independent director,“Sponsor”). Mr. Canan may also: (i) preside at all meetings of the Board at which the Chair is not present, including all executive sessions of the independent directors; (ii) have the authority to call meetings of the independent directors; (iii) serve as a contact for interested parties who wish to communicate with independent directors; (iv) provide the Chair with feedback and counsel concerning the Chair’s interaction with the Board and management; (v) work with the Chair to develop Board meeting agendas and meeting schedules; and (vi) periodically meet individually with independent directors and/or the Chief Executive Officer to discuss Board and Committee performance, effectiveness and composition; and (vii) provide leadership to the Board if circumstances arise in which the role of the Chair may be, or may be perceived to be, in conflict.

A Lead Independent Director will be elected by a majority vote of the independent directors when the Chair is not independent.

Corporate Governance Guidelines and Code of Conduct

We have adopted corporate governance guidelines and a code of conduct that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Our corporate governance guidelines and code of conduct are available on our website. We intend to disclose any amendments to such documents, or any waivers of their requirements applicable to certain officers, on our website at www.revgroup.com.

www.revgroup.com.

Hedging and Pledging Policy

Without the consent of our Board, we prohibit all our directors, our executive officers and our employees from engaging in short sales of our securities; transactions in publicly traded options, such as puts and calls, and other derivative securities with respect to our securities; and hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, designed to decrease the risks of ownership of our securities. Our executive officers and directors are also generally prohibited from pledging any of our securities that they hold directly or have received as equity compensation.

Meetings of the Board, Board and Committee Member Attendance and Annual Meeting Attendance

Our Board met five times during fiscal year 2021.2023. The audit committee met fivefour times, the compensation committee met fivefour times and the nominating and corporate governance committee met four times. During fiscal year 2021,2023, each Board member attended at least 75% of the meetings of the Board and of the committees of the Board on which he or she served. We encourage all of our directors and nominees for director to attend our annual meeting of stockholders; however, attendance is not mandatory. Each then-current Board member attended the 20212023 annual meeting of stockholders.

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Stockholder Communications with the Board; Stockholder Recommendations

Should stockholders or other interested parties wish to communicate with the Board, non-management directors as a group or any specified individual directors, such correspondence should be sent to the attention of Stephen W. Boettinger,Zamansky, Secretary of the Board at 245 S. Executive Drive, Suite 100, Brookfield, Wisconsin 53005. The Secretary of the Board will forward correspondence relating to a director’s duties or responsibilities to the specified recipient. Correspondence of a marketing nature, or that is unrelated to a director’s duties and responsibilities may be discarded or otherwise addressed by the Secretary.

The Nominating and Corporate Governance Committee will consider persons recommended by stockholders to become director nominees for election in accordance with the criteria described below. Recommendations for consideration by the Nominating and Corporate Governance Committee should be sent to the Secretary of the Company in writing together with appropriate biographical information concerning each proposed nominee.

Director Nomination Considerations

In making recommendations to the Company’s Board of nominees to serve as Directors, the Nominating and Corporate Governance Committee will examine each Director nominee on a case-by-case basis regardless of who recommended the nominee and take into account all factors it considers appropriate, including strength of character,

mature judgment, career specialization, relevant technical skills or financial acumen, industry knowledge and experience, and diversity (including age, gender identity, race, sexual orientation, physical ability, ethnicity, background and perspective). Consistent with this philosophy, the Nominating and Corporate Governance Committee is committed to including in each search candidates who reflect diverse backgrounds, including, but not limited to, diversity of gender and race, and will direct search firms to include women and minority candidates in recommended pools as well.

TheSubject to any contractual obligations, the Board believes the following minimum qualifications must generally be met by a Director nominee to be recommended by the Nominating and Corporate Governance Committee:

The Board also believes Directors should be selected so the Board is balanced with each Director contributing talents, skills, and experiences that the Board needs as a team, supplementing existing resources and providing talent for future needs so that the Board is a diverse body.

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SEC’s regulation S-K) on our behalf, must, prior to entering into the related person transaction, notify our General Counsel and the chairman of our audit committee of the facts and circumstances of the proposed transaction. Under the policy, our audit committee, and, in limited circumstances, the chairman of our audit committee, is responsible for reviewing the facts and circumstances and determining whether to approve the related person transaction. In particular, our policy requires our audit committee to consider, among other factors it deems appropriate:

The audit committee (or audit committee chairman) may only approve those transactions that it determines, in good faith, are in, or are not inconsistent with, our best interests and those of our stockholders.

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Dino Cusumano

Mr. Cusumano has served as a member of our Board of Directors since 2016. He is a partner at American Industrial Partners, an organization he joined in 2000. Previously, he served in the Investment Banking Department of J.P. Morgan & Co. Inc., where he worked on merger and acquisition and capital raising transactions, primarily in the industrial sector. Mr. Cusumano graduated from the University of Notre Dame, where he received a Bachelor of Business of administration degree in finance. He is a CFA charter holder. Because of his extensive financial and investing background and his deep knowledge of REV’s history and organization, we believe Mr. Cusumano is well qualified to serve on our Board.

Randall Swift

Mr. Swift has served as a member of our Board of Directors since March 2020. He is an Operating Partner at American Industrial Partners, an organization he joined in 2015. Prior to joining American Industrial Partners, he served as the President and CEO of a number of diverse industrial businesses including Heil Trailer International as well as several of the predecessor companies to REV Group, Inc. (Capacity of Texas, Collins Industries and Allied Specialty Vehicles Inc.). Prior to his affiliation with American Industrial Partners, Mr. Swift held various management positions within the Cummins distributor organization. Mr. Swift is an engineer by education with a Bachelor of Science in electrical engineering from Minnesota State University. Because of his operational and industrial expertise, we believe Mr. Swift is well qualified to serve on our Board.

Maureen O’Connell

Ms. O’Connell has served as a member of our Board of Directors since August 2023. Ms. O’Connell has extensive experience in executive leadership and board positions in a variety of industries, including media, education, digital, retail, technology, professional services, biotech, pharma, homebuilding, real estate and insurance. Ms. O’Connell also serves as a Board Member for ISACA, HH Global Ltd., Northwest Healthcare Properties REIT and Acacia Research Corporation. From 2007 to 2017, Ms. O’Connell served as Executive Vice President, Chief Administrative Officer and Chief Financial Officer of Scholastic, Inc. Ms. O’Connell is also a National Association of Corporate Directors certified Director. Because of her extensive finance, operations, supply chain and technology background and financial expertise gained through multiple finance roles at public companies, we believe Ms. O’Connell is well qualified to serve on our Board.

Joel Rotroff

Mr. Rotroff has served as a member of our Board of Directors since 2016. Mr. Rotroff is a partner at American Industrial Partners, an organization he joined in 2012. Mr. Rotroff previously served as an analyst and associate at Baird Private Equity from 2006 to 2010. Prior to his employment with Baird Private Equity, Mr. Rotroff worked in the Healthcare group in the Investment Banking Division of Piper Jaffray & Co. Prior to Piper Jaffray & Co., Mr. Rotroff worked as a member of the Business Planning team at Boston Scientific. Mr. Rotroff holds a Bachelor of Science degree in biomedical engineering from the University of Wisconsin, with honors and distinction, a Master of Engineering degree from Duke University and a Master of Business Administration degree from the J.L. Kellogg School of Management at Northwestern University. Because of his extensive financial experience, we believe Mr. Rotroff is well qualified to serve on our Board.

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EXECUTIVE OFFICERS

The following table sets forth the name, age as of January 19, 2024 and position of the individuals who currently serve as the executive officers of the Company. The following also includes certain information regarding our officers’ individual experience, qualifications, attributes and skills (information for Mr. Skonieczny is set forth above in the “Directors” section in this proxy statement).

Joseph LaDue, Vice President, Corporate Controller and Chief Accounting Officer

Mr. LaDue serves as Vice President, Corporate Controller and Chief Accounting Officer of REV. Prior to his appointment as Chief Accounting Officer of the Company in December 2022, Mr. LaDue, 44, previously served as Corporate Controller of the Company since January 2021 and Assistant Corporate Controller of the Company since December 2018. Prior to joining the Company, Mr. LaDue spent 13 years in public accounting, including as a Senior Audit Manager at KPMG LLP. Mr. LaDue is a CPA and holds a master’s degree in accounting from the University of Nebraska – Lincoln and a bachelor’s degree in accounting from the University of Wisconsin – Milwaukee.

Stephen Zamansky, Senior Vice President, General Counsel and Secretary

Mr. Zamansky has served as Senior Vice President, General Counsel and Secretary of REV since October 2023. Mr. Zamansky, 53, previously served as the Senior Vice President, General Counsel and Secretary at Cooper Tire & Rubber Company from April 2011 through June 2021. Prior to Cooper Tire, he held the same title at Essar Minerals Americas Inc. from 2008 through 2011, and previously served as General Counsel of Titan Energy and DSL.net, Inc. Mr. Zamansky obtained his law degree from Boston College Law School and holds a bachelor’s degree from the University of Michigan.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation of our named executive officers is determined under our compensation program for senior executives. This program is overseen by the Board and its compensation committee (referred to as the “Compensation Committee”). The Board determines the compensation of our executive officers in consultation with the recommendations of the Compensation Committee.

This compensation discussion and analysis focuses on our executive officers listed in the Summary Compensation Table and the other compensation tables below (referred to as our “named executive officers”). Our named executive officers for fiscal year 2023 include our (i) executive officers who served in the roles of our principal executive officer and principal financial officer during fiscal year 2023, (ii) two next most highly compensated executive officers during fiscal year 2023, and (iii) executive officers whose employment with the Company terminated during fiscal year 2023, but who would otherwise have been named executive officers. Our named executive officers for fiscal year 2023 were:

On December 18, 2022, Mr. LaDue was promoted to VP, Corporate Controller and Chief Accounting Officer. Messrs. Rushing, Boettinger and Daniels’ employment with the Company terminated on January 26, April 28 and June 30, 2023, respectively. On January 27, 2023, the Board elected Mr. Skonieczny as Interim President and Chief Executive Officer, in addition to his then-role of Chief Financial Officer. On May 18, 2023, the Board elected Mr. Skonieczny as the Company’s permanent President and Chief Executive Officer, and he continued serving as Interim Chief Financial Officer. On October 30, 2023, Mr. Zamansky joined the Company as SVP, General Counsel and Secretary.

Principal Objectives of Our Compensation Program for Named Executive Officers

Our executive team is critical to our success and to building value for our stockholders. The principal objectives of our executive compensation program are to:

Compensation Setting Process

Our Chief Executive Officer recommends both the contractual and discretionary compensation of the named executive officers, other than himself, to our Board. Our Board has historically had overall responsibility for overseeing our executive compensation policies and compensation plans and programs, with the assistance of our Compensation Committee. In consultation with our Chief Executive Officer, our Compensation Committee and

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Board review our achievements as a company and those of our executive officers when determining the specific type and level of compensation of our named executive officers.

We believe the levels of compensation we provide should be competitive, reasonable and appropriate to attract and retain talent to meet our business needs. In addition to certain information provided by Aon Consulting, Inc. (“Aon”), with respect to executive officer and director compensation matters as discussed below, we have informally considered the competitive market for corresponding positions within comparable geographic areas and companies of similar size, industry and stage of development. The Board and the Company have also used a defined peer group for benchmarking executive pay levels and practices. The Board reviewed various data provided by our compensation consultants and selected the following twelve peer companies:

Alamo Group Inc.

Astec Industries, Inc.

Blue Bird Corporation

Federal Signal Corporation

Hyster-Yale Materials Handling, Inc.

LCI Industries

Miller Industries, Inc.

The Manitowoc Company, Inc.

The Shyft Group, Inc.

Titan International, Inc.

Wabash National Corporation

Winnebago Industries, Inc.

For fiscal year 2023, Titan International, Inc was added as a peer company and Oshkosh Corporation and Thor Industries, Inc were removed as peer companies. These changes were made to ensure the peer group continues to contain companies of similar size (both in terms of revenue and market capitalization) and industry.

Compensation was determined with the application of subjective discretion rather than by applying a rigid formula or matrix to set total compensation in relation to compensation paid by peer companies. Our historical approach has been to consider competitive compensation practices and other factors, such as how much compensation was necessary to recruit and retain an executive officer, as well as individual performance.

For the named executive officers (other than our Chief Executive Officer), our Chief Executive Officer has considered each named executive officer’s responsibilities and prior experience. Our Chief Executive Officer then consults with the Compensation Committee and Board on his recommendations regarding base salary increases, formula based and discretionary bonus and incentive amounts and equity award amounts and advises them regarding the compensation program’s ability to attract, retain and motivate executive talent. These recommendations reflect compensation levels that our Chief Executive Officer believes are commensurate with each named executive officer’s individual qualifications, experience, responsibility level, functional role, knowledge, skills and individual performance, as well as our Company’s performance and competitive offerings, and the peer company benchmarking data.

In determining our Chief Executive Officer’s compensation, the Board takes into consideration our performance, our Chief Executive Officer’s contribution to that performance and the desire to retain and motivate the Chief Executive Officer, and the peer company benchmarking data.

The Compensation Committee assists the Board in the administration of our executive compensation program in accordance with its charter, including making recommendations to our Board for approval of various matters.

Role of Compensation Consultant

Aon provides guidance and advice on compensation-related matters. We continue to use a proprietary job grading system, as well as broad-based salary survey data, from Willis Towers Watson. The aggregate cost to the Company of these additional products and services did not exceed $120,000 during fiscal year 2021.2023. In connection with our engagement of both Aon and Willis Towers Watson, our Board conducted an assessment of potential conflicts of

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interest of each of Aon and Willis Towers Watson, and no conflicts of interest relating to either of their services were identified.

Shareholder Engagement and Say-on-Pay Vote

We are committed to open and ongoing communication with our shareholders, including with respect to executive compensation and corporate governance matters.

At our 20212023 Annual Meeting, our shareholders approved by more than 92%98% of the votes cast, on an advisory basis, the 20202022 compensation of our named executive officers. The Compensation Committee has carefully considered the results of the advisory vote and believe that those results validate our executive compensation program, performance assessment and decision-making process.

Elements of Compensation

The following is a discussion of the primary elements of the compensation for each of our named executive officers.

Annual Base Salary

We believe that providing each of our named executive officers a competitive annual base salary is an important component of compensation. A competitive annual base salary provides a degree of financial stability to our named executive officers that enhances their performance on behalf of our stockholders and is critical to recruiting and retaining our named executive officers. We do not have formal written policies or guidelines for setting or adjusting the annual base salary of our named executive officers but instead make a subjective determination based on certain factors that we believe are relevant. Specifically, we will consider the executive’s experience, responsibilities and unique leadership skills as well as any changes in the competitive market environment. For fiscal year 2021,2023, survey and proxy data were considered in recommendations made by the Chief Executive Officer to the Board for changes in the base salaries of the other executive officers, if any. For fiscal year 2023, survey and proxy data were also considered in recommendations made to the Board for changes in the base salaries of our Chief Executive Officer. Any changes were consistent with market data, the experience and performance of the executive officers.

Annual Cash Incentive Program

An annual cash incentive program is recognized as a competitive element of executive compensation and is critical to recruiting and retaining our named executive officers. Further, it incentivizes our named executive officers to achieve annual results in line with the expectations of our shareholders. For fiscal year 2021,2023, our named executive officers participated in the REV Group Management Incentive Plan, which we refer to as the MIP. The MIP metrics, targets and weighting used to calculate payments for the named executive officers were based on full Company performance and were the same as those used for calculating MIP payment for all corporate employees. The MIP calculations for employees at a division or business unit level used similar types of metrics as the corporate MIP, but the metrics and targets were based at least partially on division and/or business unit performance, and weighting between metrics differed based on an employee’s division or business unit position. Under the MIP, incentive payments for named executive officers are based on each named executive officer’s incentive target and the achievement of thecompany performance metrics as well as individual performance metrics as set forth below. The Board, in its discretion, may increase or reduce the size of any payout under the MIP. For fiscal year 2021,2023, the incentive targets for our named executive officers, as a percentage of base salary, were as follows:

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Whether named executive officer participants of the MIP would be eligible to receive incentive payments was determined based on a combination of the Company’s annual Adjusted EBITDA (earnings before interest, taxes, depreciation, amortization and adjusted for certain items the Company believes are not indicative of the company’s ongoing operating performance) and annual average net working capital as a percent of Salessales (“Average NWC”). Adjusted EBITDA is a non-GAAP metric that represents net income before interest expense, income taxes, depreciation and amortization, adjusted for other one timeone-time and noncash expense items. The annual corporate targets for fiscal year 20212023 were established at $137.6$130 million of Adjusted EBITDA and Average NWC of 18%14.7%. A thresholdThreshold performance levellevels of both 90% of Adjusted EBITDA target and 90%75% of NWC target must be met before any annual incentive payments are made to our named executive officers. At 75-90% of NWC target and 90% of Adjusted EBITDA target, MIP participants receive 15% of the annual portion of their individual incentive target. At 90% achievement of annual targets, MIP participants receive 30% of the annual portion of their individual incentive target. At 100% achievement of annual targets, MIP participants receive 100% of the annual portion of their individual incentive targets. Participants can achieve a maximum incentive payment of 200% of individual incentive target if annual Adjusted EBITDA is 20% better than target orand Average NWC is 80% of20% better than target. For fiscal year 2021,2023, a MIP payout factor of 111%180% was achieved, 103% attributable toachieved; the Company’s annual Adjusted EBITDA met 120% of target and 101% attributablethe Average NWC met 110% of target.

Participants’ calculated MIP may be adjusted by an Individual Performance Factor that can adjust each participants’ calculated award up or down by 20% based on their individual performance. Our Board has discretion to Average NWC.adjust the MIP payout for our Chief Executive Officer. Our Chief Executive Officer may recommend adjustments to the MIP payouts of the other named executive officers to our Board. Criteria used to determine if an award will be adjusted is based on performance on individual goals, including impact to business results, and demonstration of REV Behaviors and how results are achieved.

REV Behaviors are a list of expectations for employees, supervisors/managers and senior leaders across the organization. The REV Behaviors pair our values with concrete descriptions of how we work and the way we get things done. We use the REV Behaviors in many of our key people processes, including interviewing, individual performance goal plans, performance reviews, and individual performance factor adjustments for our MIP and LTIP. REV behaviors don’t denote “what” an employee does on the job, but rather “how” they get their work done.

Long-Term Equity Compensation

Our shareholder-approvedshareholder approved omnibus incentive plan (“Omnibus Plan”) provides for the grant of incentive and non-qualified stock options, SARs, restricted stock, RSUs, performance awards, deferred awards, other share-based awards and other cash-based awards.

The Board, or, to the extent authority is delegated by the Board, the Compensation Committee or other committee (each, an, “Administrator”) will determine the effect of a termination of employment or service on outstanding awards, including whether the awards will vest, become exercisable, settle or be forfeited. Under the Omnibus Plan, in the event of a change in control, except as otherwise provided in the applicable award agreement, the Administrator may provide for: (1) continuation or assumption of outstanding awards under the Omnibus Plan by us (if we are the surviving corporation) or by the surviving corporation or its parent;parent; (2) substitution by the surviving corporation or its parent of awards with substantially the same terms and value as such outstanding awards under the Omnibus Plan;Plan; (3) acceleration of the vesting (including the lapse of any restrictions, with any performance criteria or conditions deemed met at target) or the right to exercise outstanding awards immediately prior to the date of the change in control and the expiration of awards not timely exercised by the date determined by the Administrator;Administrator; or (4) in the case of outstanding stock options and SARs, cancelation in consideration of a payment in cash or other consideration equal to the intrinsic value of the award. For a description of the Company’s Omnibus Plan, please refer to “Proposal No. 5 – Approval of Amended and Restated REV Group, Inc. 2016 Omnibus Incentive Plan” section in this proxy statement.

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For fiscal year 2021,2023, our named executive officers received grants of restricted stock awards (“RSAs”) or Restricted Stock Units (“RSUs”), whichor (in the case of Mr. Skonieczny upon his promotion to President and Chief Executive Officer) Performance Shares Units (“PSUs”). These grants provide long-term incentives to our named executive officers while aligning their interests with our stockholders. RSAs and RSUs generally vest in equal, annual installments over a four-year period, but may have a shorter vesting period, as in the case of new hires who are forfeiting compensation to previous employers. PSUs generally vest upon attainment of specific performance measures. When determining each named executive officer’s award, we considered market compensation data, the executive’s performance, experience, responsibilities and unique leadership skills, as well as the retentive effect of the equity award. Prior to fiscal year 2020, named executive officers received grants of restricted stock units. In fiscal year 2021,2023, we did not grant any stock options under the Omnibus Plan to our named executive officers.

Participants’ annual equity awards may be adjusted by an Individual Performance Factor that can adjust each participants’ award up or down by 50% based on their individual performance. Our Board has discretion to adjust the equity award for our Chief Executive Officer. Our Chief Executive Officer may make recommendations to adjust equity awards of the named executive officers to our Board. Criteria used to determine if an award will be adjusted is based on performance on individual goals, including impact to business results, and demonstration of REV Behaviors and how results are achieved.

We anticipate that we will continue to use equity awards as an integral part of our executive compensation program. Equity awards are an important component of compensation for named executive officers and other executive leadership positions. REV Group provides annual equity awards in alignment with market compensation practices and to align interests with our stockholders.

Employment Arrangements with Named Executive Officers

Offer Letters

Each of our named executive officers received an offer letter from the Company that follows a common template and sets forth the named executive officer’s annual base salary and cash incentive payment based on a target level of annual base salary.

Mr. Rushing entered into an offer letter with the Company dated March 5, 2020 that, in addition to the foregoing, also provides for enhanced severance payments (in place of the standard severance benefits provided under the Company’s Severance Policy as described in more detail below under “—Potential Payments Upon Termination or Change in Control”) in the event that Mr. Rushing is terminated without cause in the one-year period ending December 31, 2021. If Mr. Rushing is terminated after December 31, 2021, he is entitled to the standard severance benefits under the Company’s Severance Policy.

Severance and Change in Control Agreements

We maintain a severance policy (the “Severance Policy”), and, in addition, each of our named executive officers have signed a Change in Control Severance Agreement (“CIC Agreement”(the “CIC Agreements”). The purpose of the Severance Policy and the CIC AgreementAgreements is to provide reasonable and consistent severance benefits upon qualifying termination events. The severance policy and CIC AgreementAgreements are described in more detail below under “—Potential Payments Upon Termination or Change in Control”.

Restrictive Covenant Agreements

Each of our named executive officers is a party to the REV Restrictive Covenant Agreement (the “Restrictive Covenant Agreement”), which provides that during the employment period and for one year following a termination of employment, the named executive officer will not, directly or indirectly, solicit our employees or customers. The

Restrictive Covenant Agreement also prevents each named executive officer from directly or indirectly competing with the Company during the employment period and for one year following a termination of employment. The Restrictive Covenant Agreement contains a perpetual nondisclosure covenant.

Special Arrangements with our Named Executive Officers in Fiscal Year 2023

Other BenefitsIn connection with his appointment as the Company’s Interim President and Chief Executive Officer effective January 27, 2023, we granted Mr. Skonieczny (i) an incremental monthly cash payment of $40,000 (which continued to be payable through the end of September 2023), plus a $5,000 carryover payment made in October 2023, (ii) 20,000 shares of restricted stock vesting on December 31, 2023, (iii) an increase in his severance benefit from 12 to 18 months of salary continuation in the event his employment is terminated without cause, (iv) an extension of his moving allowance for an additional two years and (v) a fiscal year 2023 cash bonus opportunity

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equal to 100% of his base salary. In connection with his appointment as the Company’s President and Chief Executive Officer, we entered into an offer letter with Mr. Skonieczny on May 17, 2023 providing that Mr. Skonieczny (i) will receive an initial annual base salary of $900,000 and (ii) will be eligible to participate in the MIP for fiscal year 2023, prorated between 100% of his prior salary and 120% of his new salary based on Company and individual performance. Additionally, we granted Mr. Skonieczny (i) an initial restricted stock award of 80,000 shares, vesting in equal 25% annual installments beginning on December 31, 2023, (ii) an additional performance share unit award equivalent to $1,800,000, or 169,651 PSUs, which will vest upon achieving $180,000,000 Adjusted EBITDA in any trailing four-quarter period up to April 30, 2026 and (iii) an LTIP target of 300% of his base salary for fiscal year 2024.

In connection with Messrs. Rushing, Boettinger and Daniels’ termination of employment in fiscal year 2023, the Company entered into a separation agreement. Each separation agreement includes confidentiality and non-disparagement covenants, as well as a release of claims in favor of the Company and its affiliates. For a discussion of the severance payments made to each executive, please refer to the “Payments Made - Potential Payments Upon Termination or Change in Control” section in this proxy statement.

Other Benefits

Retirement Plan

We maintain a qualified defined contribution 401(k) plan for all of our employees. Our named executive officers participate in this plan on the same basis as our employees generally. Under the plan, employees may elect to defer eligible pay up to the annual maximum allowed under the Internal Revenue Code. The Company makes a safe harbor matching contribution equal to 100% of the first 3% of salary contributed by a participating employee, and a 50% matching contribution of the next 2% of salary contributed by a participating employee, for a total employer matching contribution of 4%. Company matching contributions begin after enrollment, and participating employees are 100% vested immediately in such contributions.

Deferred Compensation Plan

Our named executive officers and all of our highly compensated employees (as defined in the Internal Revenue Code) are eligible to participate in the REV Group, Inc. Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”). Eligibility to participate in the deferred compensation plan is limited to a select group of management or highly compensated employees. Participants are permitted to defer between 1% and 100% of their base salary and annual incentive payment. Participants select the allocation of their accounts among investment indices selected by the Company. The Company does not provide matching contributions to participants of the deferred compensation plan. Our Board may amend the plan at any time, as long as such amendment does not have any retroactive effect to reduce any amounts allocated to a participant’s accounts. None of our named executive officers currently participate in the deferred compensation plan.

Health, Welfare and Other Benefit Plans

Our named executive officers are entitled to the same health and welfare benefits as our employees generally, including medical, dental and vision insurance, as well as flex and health savings accounts, life insurance, short-term disability insurance (fully paid by the Company), long-term disability insurance, accident insurance and critical illness insurance.

We offer relocation benefits to newly hired named executive officers as necessary. Our named executive officers did not receive any other perquisites in fiscal year 20212023 and we do not provide any named executive officer with any tax gross-ups or other reimbursement for amounts the executive officer might pay pursuant to Section 280G or Section 409A of the Internal Revenue Code or otherwise.

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Compensation Risk Assessment

Our Compensation Committee has performed a review of compensation policies and practices for all of our employees and has concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on us.

Stock Ownership Guidelines

We believe it is important for our named executive officers to be owners in the Company to ensure the alignment of their goals with the interests of our stockholders. In connection with our IPO, weWe established guidelines of equity ownership for our Chief Executive Officer equivalent to five times his base salary and for our other named executive officers equivalent to three times their respective base salaries. Further, the guidelines also expect independent directors who are not employed by American Industrial Partners to own equity equal to three times their annual cash retainer for serving on the board, fees, if any. Each has a transition period of five years to meet the requirements set forth in the guidelines to the extent they are not currently in compliance with this guideline. As of the date hereof, our named executive officers and directors have either achieved these guidelines or are on track to achieve the guidelines within the required five-year period. The Compensation Committee reviews the stock ownership of the executive officers and directors on an annual basis to ensure compliance with the ownership guidelines. In early fiscal year 2024, we updated our stock ownership guidelines, such that our executive officers who report to the Chief Executive Officer must obtain the equivalent to three times their base salaries, and other executive officers must obtain the equivalent to two times their base salaries.

Clawback Provision for Executive Officers

Tax and Accounting and Tax Considerations

Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally imposes a $1 million cap on federal income tax deduction for compensation paid to our Chief Executive Officer and to certain other highly compensated officers during any fiscal year. The Board and our Compensation Committee continues to have the flexibility to pay nondeductible compensation if it believes it is in the best interests of the Company, including when it believes such payments are appropriate to attract and retain executive talent.

Any equity awards that may be granted to our employees, including our executive officers, pursuant to the Omnibus Plan or any other long-term incentive plans that we may adopt, will be reflected in our consolidated financial statements, based upon the applicable accounting guidance, at fair market value on the grant date in accordance with FASB Accounting Standards Codification, Topic 718, “Compensation—Stock Compensation.”

Summary Compensation Table

The following table sets forth information regarding the compensation awarded to, earned by or paid to each of our named executive officers during fiscal years 2021, 20202023, 2022 and 2019.2021.

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