Revolve Group Inc

This management proposal requests an advisory, non-binding stockholder vote to approve the compensation paid to Revolve’s named executive officers as disclosed in the proxy statement (the ‘‘say-on-pay’’). Management seeks endorsement to validate its executive pay framework, which combines market-competitive base salaries, annual incentives paid (in 2025) primarily in fully vested restricted stock units tied to Net Sales Growth and Adjusted EBITDA Growth, and long-term equity (mostly stock options) that vests over multiple years to promote retention and alignment with long-term stockholder value. The compensation committee selected performance measures—Adjusted EBITDA and Net Sales Growth—intended to balance profitable growth and top-line expansion; the proxy discloses specific threshold, target and maximum funding levels and that 2025 payouts were determined accordingly. The board emphasizes that the vote is advisory and non-binding but will be considered by the compensation committee in future pay decisions; they recommend FOR because they believe the program aligns pay with performance, encourages management retention through multi-year equity vesting schedules, and incorporates governance safeguards such as clawback and no tax gross-ups. Notably, Revolve is a controlled company: the co-founders and an affiliated entity control approximately 88% of voting power, which materially reduces the practical impact of dissenting public votes on final outcomes but does not eliminate the board’s stated desire to consider investor sentiment. The proxy also details compensation governance (committee oversight, use of peer data, limited use of external consultants in 2025) and risk-mitigating features (at-risk pay, no hedging/pledging, recovery policy), which the board cites to justify its recommendation. Given the heavy use of equity and performance metrics, the proposal’s relevance hinges on whether investors view the selected metrics and the balance of cash vs. equity as effectively incentivizing sustainable growth without encouraging excessive short-term risk. A sophisticated evaluation should weigh the strong performance linkage and retention features against concentration of voting control and the non-binding nature of the vote; the board’s stated responsiveness to shareholder feedback provides a channel for future adjustments even though the co-founders’ voting power makes management-supported outcomes highly likely.