REVOLVE GROUP CLASS A INC (RVLV)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
REVOLVE GROUP CLASS A INC · Meeting: June 5, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Co-founder and Co-CEO since inception with deep institutional knowledge; RVLV's 3-year price return of +24% outperforms the peer group median by +53.8pp, well below the 65pp threshold needed to trigger an against vote, and no overboarding, attendance, or independence concerns apply.
Co-founder and Co-CEO since inception with deep institutional knowledge; the same peer-group TSR analysis applies as for Mr. Karanikolas — RVLV outperforms the peer median by +53.8pp over three years, which does not meet the 65pp trigger threshold, and no other policy flags apply.
Has served since July 2020 with extensive retail CEO and private equity experience; RVLV's 3-year TSR outperforms the peer median by +53.8pp, below the 65pp trigger threshold, all board and committee meetings were attended at 75%+, and she serves as an independent lead director with no disqualifying relationships.
Joined the board in March 2026, well within the 24-month new-director exemption from the TSR trigger; she brings relevant consumer retail and financial expertise, serves as audit committee chair and qualifies as a financial expert, and no other policy flags apply.
Has served since January 2022 with digital strategy and financial services experience; RVLV's 3-year TSR outperforms the peer median by +53.8pp, which does not meet the 65pp trigger threshold, all meeting attendance requirements are met, and she is independent with no disqualifying relationships.
All five nominees receive a FOR vote. RVLV's 3-year price return of +24% outperforms its disclosed compensation peer group median by +53.8 percentage points, comfortably below the 65pp underperformance threshold required to trigger against votes for directors with strong positive absolute returns. No overboarding, attendance failures, independence concerns, or familial relationship issues were identified. Erinn Murphy, who joined in March 2026, is additionally exempt from the TSR trigger as a new director within 24 months.
Say on Pay
✓ FORCEO
Mike Karanikolas
Total Comp
$484,573
Prior Support
99%%
CEO Mike Karanikolas received total compensation of $484,573 in 2025 — consisting almost entirely of base salary ($450,000) and modest benefits ($34,573), with zero bonus or equity awards — which is remarkably low for a co-CEO of a $1.9 billion company and well within any reasonable benchmark. Both co-CEOs received no bonus because the company did not hit its Adjusted EBITDA target, demonstrating that the pay-for-performance link is functioning as intended. The prior year say-on-pay vote received 99% support, the company has a clawback policy in place, and incentive metrics (Net Sales Growth, Adjusted EBITDA Growth, Adjusted EBITDA) are specific and measurable business targets, not easily manipulated short-term figures.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$1,249,000
Non-Audit Fees
$39,660
Non-audit fees (tax fees of $36,930 plus other fees of $2,730, totaling $39,660) represent only about 3.2% of audit fees of $1,249,000, far below the 50% threshold that would trigger a concern about auditor independence. KPMG is a Big 4 firm appropriate for a $1.9B market-cap company, auditor tenure is not disclosed but cannot be assumed to trigger the 25-year rule, and no material financial restatements were identified.
Overall Assessment
The 2026 REVOLVE annual meeting ballot contains three standard proposals: director elections, auditor ratification, and an advisory say-on-pay vote. All proposals receive a FOR vote — the director slate is clean with no TSR, attendance, or independence issues, KPMG's non-audit fee ratio is negligible, and executive compensation is notably modest with a functioning pay-for-performance structure evidenced by the co-CEOs receiving zero bonus in 2025 after missing their earnings target.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing