DEF 14A of Blue Bird Corp, Jan 29, 2024

DEF 14A of Blue Bird Corp

Filed Jan 29, 2024 · FY20230001589526-24-000003

Open on EDGAR

  1. PROPOSAL ONE - ELECTION OF DIRECTORS

    PROPOSAL ONE - ELECTION OF DIRECTORS The Company’s Board is presently comprised of eight (8) members and is classified into three separate classes of directors. One class of directors is normally elected at each annual meeting of stockholders for a term of three (3) years. At the 2024 Annual Meeting, Stockholders will elect two (2) members to the Board, each of whom will serve as a Class I director, to hold office until the 2027 Annual Meeting of Stockholders. The Board has nominated Gurminder S. Bedi and Kevin Penn for election as Class I directors for terms of office of three (3) years, and until their successors are elected and qualified.

  2. Directors and Executive Officers

    Directors and Executive Officers Our current directors, nominees for director and executive officers are set forth below.

  3. Directors and Executive Officers

    | Name | Age* | Position | | Philip Horlock | 67 | Chief Executive Officer (“CEO”); Director | | Britton Smith | 47 | President | | Razvan Radulescu | 49 | Chief Financial Officer (“CFO”) | | Ted Scartz | 53 | Senior Vice President and General Counsel; Secretary | | Gurminder S. Bedi | 76 | Director | | Mark Blaufuss | 56 | Director | | Julie A. Fream | 60 | Director | | Douglas Grimm | 61 | Director | | Simon J. Newman | 61 | Director | | Kevin Penn | 62 | Director, Chairman | | Dan Thau | 33 | Director |

  4. Directors and Executive Officers

    *As of January 15, 2024. Class I Directors Gurminder S. Bedi has been a Class I director of the Company since February 23, 2015, and is a private investor. He served as Vice President of Ford Motor Company from October 1998 until his retirement after a 30-year career in December 2001. From 1998 until his retirement, Mr. Bedi was the Vice President of North America Truck, responsible for vehicle development and business and technical strategies. At Ford, his positions included President of Ford Argentina and Brazil, head of North American Quality and a variety of other senior management positions in product development, manufacturing and strategy. Mr. Bedi was, until December 2014, Chairman of Compuware Corporation (NASDAQ: CPWR) and served on its audit and governance committees. Mr. Bedi is a director of KEMET Corporation (NYSE: KEM), serving on its governance and compensation committees, and previously served as a director of Actuant Corporation (NYSE: ATU), serving on its governance and compensation committees. A graduate of George Washington University with a B.S. degree in Mechanical Engineering, Mr. Bedi also earned an M.B.A. with a concentration in Finance from the University of Detroit. Mr. Bedi has been selected to serve on our board of directors because of his experience and education in finance. Moreover, with his strong background in the automotive, truck and bus sector, Mr. Bedi provides our Company and the board of directors with in-depth knowledge of the industry. Kevin Penn has been a Class I director of the Company since June 3, 2016, and has served as a Managing Director of American Securities LLC since 2009. Mr. Penn is currently Chairman of the Board of Blue Bird Corporation, Learning Care Group, Foundation Building Materials, Conair, Trace3 and SOLV, as well as a director of Amentum, and CS Energy. Prior to joining American Securities, Mr. Penn founded and headed ACI Capital Co., LLC (in 1995). Previously, Mr. Penn was Executive Vice President and Chief Investment Officer for a family investment company, First Spring Corporation, where he managed private equity, direct investment, and public investment portfolios. Earlier in his career, Mr. Penn was a Principal with the private equity firm Adler & Shaykin, and was a founding member of the Leveraged Buyout Group at Morgan Stanley & Co. Mr. Penn holds a B.S. degree in Economics from the University of Pennsylvania’s Wharton School of Business and an M.B.A. degree from Harvard Business School with high distinction. Mr. Penn has been selected to serve on our board of directors based on his knowledge of Blue Bird Corporation and his experience as a board member of, and executive with, private equity firms that invest in other manufacturing companies. Class II Directors Mark Blaufuss has been a Class II director of the Company since May 31, 2023, to fill the vacancy created by the earlier resignation of Mr. Chan Galbato. Mr. Blaufuss has been a Managing Director and founder of Green & White Advisory, a consulting firm specializing in mergers and acquisitions, strategic and financial advisory services, since 2017. Mr. Blaufuss has also served as an Operating Executive with The Carlyle Group (“Carlyle,” a private equity firm), since February 2019. From September 2020 to December 2022, Mr. Blaufuss served as CFO of Victory Innovations, an early growth stage portfolio company of Carlyle. In 2022 the market collapsed for the company’s primary product, a sterilization device targeted for the Covid-19 pandemic, and the company voluntarily pursued an out of court proceeding under the insolvency statutes of the State of Delaware. This proceeding resulted in the complete liquidation of the company and satisfaction of all outstanding debt to the company’s only secured lender. From 2014 to 2017, Mr. Blaufuss served as CFO of Metaldyne Performance Group, Inc. Mr. Blaufuss also currently serves as a member of the Board of Directors and Audit Committee Chairman of both The Jason Group (automotive and industrial aerosols) and Old World Industries (automotive additives). Mr. Blaufuss holds a B.S. degree in Accounting from Michigan State University. Mr. Blaufuss has been selected to serve on our board of directors based on his background in finance and experience as a CFO and senior executive with operating companies and consulting and private equity firms. Julie A. Fream has been a Class II director of the Company since October 19, 2023. Since 2013, Ms. Fream has been the President and CEO of the MEMA Original Equipment Suppliers, a North American trade association representing over 500 automotive suppliers based in Southfield, Michigan that advocates and advances vehicle suppliers’ business needs in North America. Prior to that position, Ms. Fream served in multiple roles with Visteon Corporation, an $8 billion international automotive component supplier, ultimately as Vice President of the North American Customer Group, Global Communications, and Corporate Strategy. Ms. Fream’s experience includes extensive experience with major corporations in the automotive industry, including General Motors Corporation, Ford Motor Company, and TRW, Inc. Ms. Fream currently serves on the Board of Directors of Corewell Health and the Automotive Hall of Fame, and has previously served on the Board of Directors of Beaumont Health and the Board of Trustees of Michigan Technological University. Ms. Fream holds a B.S. degree in Chemical Engineering from Michigan Technological University and an M.B.A. degree from Harvard Business School. Ms. Fream has been selected to serve on our board of directors based upon her extensive experience in the automotive industry as an executive and a Board member. Simon J. Newman has been a Class II director of the Company since March 31, 2023, to fill the vacancy created by the earlier resignation of Dr. Kathleen Shaw. Mr. Newman has over 40 years’ manufacturing industry experience with extensive expertise in the field of precision engineered component manufacturing and executive strategy. In February 2022, Mr. Newman was appointed to the position of Chairman of MW Components and Paragon Medical. MW Components is a leading provider of highly engineered springs, specialty fasteners, bellows, and other precision components with manufacturing facilities across the United States, and Paragon Medical is a global contract manufacturing organization (“CMO”), supplying implants and surgical devices to the medical industry. Prior to February 2022, Mr. Newman also served as CEO of Form Technologies for 18 years. He began his career with the Dynacast organization, now a Form Technologies division, in 1979, progressively working through the company in all facets of operations leading to a long and prolific tenure as the Group Chief Executive. Mr. Newman became the CEO of MW Components in 2020, but recently moved into the role of Chairman. He is also a member of the Board of Directors of Elgen Manufacturing Company Inc. and Chromalloy, a Veritas company. Mr. Newman holds a Bachelor of Science degree in Operations Management from California Coast University. Mr. Newman has been selected to serve on our board of directors based on his extensive executive experience in the manufacturing industry. Class III Directors

  5. Directors and Executive Officers

    Douglas Grimm has been a Class III director of the Company since April 1, 2017. Mr. Grimm is the owner and CEO of V-to-X, LLC, which is focused on advising and investing in the mobility sector, since April 2017. From December 2015 to April 2017, Mr. Grimm served as President and Chief Operating Officer of Metaldyne Performance Group (NYSE: MPG). Mr. Grimm was previously (starting in August 2014) Co-President in connection with the merger of Grede Holdings LLC, HHI Group Holdings and Metaldyne LLC, three established automotive suppliers. Mr. Grimm has also served as Chairman, President and CEO of Grede Holdings LLC and its legacy business, Citation Corporation, since January 2008. Prior to co-founding Grede Holdings LLC, Mr. Grimm served as Vice President - Global Ford, Materials Management, Powertrain Electronics & Fuel Operations of Visteon Corporation, from 2006 to 2008. Prior to that time, Mr. Grimm spent five years at Metaldyne as a Vice President in various executive positions, including Commercial Operations, General Manager of Forging and Casting Operations, as well as having responsibility for global purchasing and quality. Before joining Metaldyne in 2001, Mr. Grimm was with Dana Corporation, and served in various executive positions including Vice President - Global Strategic Sourcing. Prior to that, Mr. Grimm spent 10 years at Chrysler Corporation in progressive management positions. Mr. Grimm serves as Chairman of the Board of Electrical Components International, Inc. and serves as a director of Pangea Corporation. Mr. Grimm holds a B.A. degree in Economics and Management from Hiram College (OH), and an M.B.A. degree from the University of Detroit. Mr. Grimm has been selected to serve on our board of directors based on his extensive executive experience in the automotive industry. Philip Horlock has been a Class III director of the Company since February 24, 2015, and was reappointed as our President and CEO on May 14, 2023, following the resignation of Matthew Stevenson. On May 31, 2023, Mr. Horlock relinquished the office of President, when the board of directors appointed Mr. Britton Smith as President, and retained the office of CEO. Mr. Horlock served as President and CEO of the Company from February 24, 2015 to October 31, 2021. Subsequently, Mr. Horlock served as a Senior Advisor to the Company until December 31, 2021, at which time Mr. Horlock became a consultant to the Company, serving until he was appointed President and CEO in May 2023. Mr. Horlock served as School Bus Holdings’ President and CEO from April 2011 to October 31, 2021. Mr. Horlock served as School Bus Holdings’ CFO and Chief Administrative Officer from January 2010 until April 2011. Before joining School Bus Holdings, Mr. Horlock spent over 30 years with Ford Motor Company, where he held senior executive positions in Finance and Operations worldwide. His last three positions with Ford were Chairman & CEO of Ford Motor Land Development, Controller of Corporate Finance, and CFO Ford Asia Pacific & Africa. While at Ford, Mr. Horlock served on the Advisory Board of Mazda Motor Corporation and also previously served as a director of LoJack Corporation. Mr. Horlock holds a B.S. degree in Psychology and Mathematics from Sheffield University in England. He also completed the Ford Executive Development Program (Capstone) through the University of Michigan. Mr. Horlock has been selected to serve on our board of directors based on his extensive automotive and school bus industry experience and the results that he achieved with the Company and School Bus Holdings during his tenure. Dan Thau has been a Class III director of the Company since May 19, 2023, to fill the vacancy created by the earlier resignation of Mr. Jared Sperling. Mr. Thau has been an Associate of American Securities LLC since 2015. Prior to joining American Securities, Mr. Thau was employed by Goldman Sachs as an analyst in the Financial Institutions Group in New York and in the Israel Group in Tel Aviv. Mr. Thau holds a B.S. degree in Economics from the University of Pennsylvania’s Wharton School and an M.B.A. degree from Harvard Business School. Mr. Thau has been selected to serve on our board of directors based on his experience as a board member of, and executive with, private equity firms that invest in other manufacturing companies. Executive Officers Information on our current executive officers (other than Mr. Horlock) is provided below. Britton Smith was appointed President of the Company on May 31, 2023. Mr. Smith joined the Company as Senior Vice President of Electrification and Chief Strategy Officer in March 2022. Prior to that, Mr. Smith was employed by KPMG and Gotham Consulting Partners, providing management consulting services to top tier private equity and corporate clients from 2020 to February 2022. From 2016 to 2020, Mr. Smith was founder and CEO of Bonsai Finance, a financial-tech company establishing an online financial services marketplace for consumers. Before 2016, Mr. Smith was employed at Dollar Financial Group in London and McKinsey and Company. Mr. Smith holds a B.S. degree in Mechanical Engineering from the United States Naval Academy and an M.B.A. from Harvard University. Razvan Radulescu was appointed Chief Financial Officer of the Company effective October 1, 2021. Prior to this appointment, Mr. Radulescu was employed in various management positions by Daimler AG, since 2000. He has over 20 years of experience at Daimler AG in various roles of increasing responsibility in Finance and Controlling, as well as Procurement, including IT and Compliance. From 2020 until he joined the Company, Mr. Radulescu served as General Manager – Procurement and Global Lead Cab Interior/Exterior and Aftersales, for Daimler Trucks North America (“DTNA”), responsible for all production and aftersales purchases, as well as the Global Daimler Trucks Cab Interior/Exterior parts and aftersales. From 2017 to 2020, Mr. Radulescu served as CFO of the Global Powertrain Trucks Business Unit in Stuttgart, Germany. From 2013 to 2017, Mr. Radulescu served as Controller – Freightliner Trucks for DTNA. Mr. Radulescu holds a B.S. degree in Computer Science from the Academy of Economics Studies in Bucharest, Romania and an M.B.A. degree from Case Western Reserve University. Ted Scartz was appointed Senior Vice President and General Counsel of the Company in May 2022. Mr. Scartz also serves as Corporate Secretary for the Company. Mr. Scartz has worked in the corporate legal community for over 25 years and has worked as in-house corporate counsel at multiple publicly-traded companies for the past 15 years. He leads all aspects of Blue Bird's legal function, including corporate governance, SEC reporting, and governmental relations, as well as commercial contracts and litigation. Prior to joining Blue Bird, Mr. Scartz was Vice President and Deputy General Counsel at The Aaron's Company, Inc. He was employed by The Aaron's Company, Inc. or its predecessor entity in various positions from 2013 to 2022, including as General Counsel to the Aaron's Sales & Lease Division. From 2007 to 2013, Mr. Scartz was Division Lead Counsel for the Low & Medium Voltage Divisions of Siemens Industry, Inc. and other capacities as counsel for Siemens's manufacturing operations in North America. Prior to moving to an in-house career, Mr. Scartz worked in the commercial litigation practice of prominent law firms in Atlanta, Georgia. Mr. Scartz holds a J.D. degree from the University of Georgia and a B.A. degree in Political Science from Wake Forest University.

  6. Introduction; Financial Highlights

    Introduction; Financial Highlights For fiscal 2023, the Company exceeded its fiscal 2023 revenue and Adjusted EBITDA guidance and reported a 41% increase in net sales and an increase of over $69 million in net income. Fiscal 2023 Financial Results and Business Highlights: • Unit Sales of 8,514 • Net sales of $1.13 billion • Net income of $23.8 million • Diluted earnings per share of $0.74 • Adjusted EBITDA of $87.9 million • Adjusted Net Income of $34.5 million • Adjusted Diluted Earnings per Share of $1.07 Our management team executed a rigorous transformational plan over the past two years to improve operations and throughput, control fixed costs, recover economics through pricing and expand our leadership position in alternative-powered buses. The market demand for Blue Bird’s school buses remains very strong with approximately 4,600 units in the order backlog. Unit sales in fiscal 2023 were up 25% from a year ago and revenues grew by approximately 41%, to a record $1.13 billion. Adjusted EBITDA was a record $88 million, which is an increase of $103 million compared with last year, while Adjusted Free Cash Flow in 2023 was another record high and $144 million better than last year. Adjusted EBITDA is defined as net income or loss prior to interest income; interest expense including the component of operating lease expense (which is presented as a single operating expense in selling, general and administrative expenses in our U.S. GAAP financial statements) that represents interest expense on lease liabilities; income taxes; and depreciation and amortization including the component of operating lease expense (which is presented as a single operating expense in selling, general and administrative expenses in our U.S. GAAP financial statements) that represents amortization charges on right-of-use lease assets; as adjusted for certain non-cash charges or credits that we may record on a recurring basis such as share-based compensation expense and unrealized gains or losses on certain derivative financial instruments; net gains or losses on the disposal of assets as well as certain charges such as (i) significant product design changes; (ii) transaction related costs; (iii) discrete expenses related to major cost cutting and/or operational transformation initiatives; or (iv) costs directly attributed to the COVID-19 pandemic. While certain of the charges that are added back in the Adjusted EBITDA calculation, such as transaction related costs and operational transformation and major product redesign initiatives, represent operating expenses that may be recorded in more than one annual period, the significant project or transaction giving rise to such expenses is not considered to be indicative of the Company’s normal operations. Accordingly, we believe that these, as well as the other credits and charges that comprise the amounts utilized in the determination of Adjusted EBITDA described above, should not be used in evaluating the Company’s ongoing annual operating performance. We believe that Adjusted EBITDA, Adjusted Free Cash Flow, Adjusted Net Income, and Adjusted Diluted Earnings per Share are useful to investors in evaluating our performance because the measures consider the performance of our operations, excluding decisions made with respect to capital investment, financing, and certain other significant initiatives or transactions as outlined in the preceding paragraph. We believe the non-GAAP metrics offer additional financial metrics that, when coupled with the GAAP results and the reconciliation to GAAP results, provide a more complete understanding of our results of operations and the factors and trends affecting our business. Fiscal 2023 Approval of Special Recognition and Retention Program and Salary Increases Impacting Our Named Executive Officers (and Other Salaried Employees) Based upon the significant improvement in our financial results during the first half of fiscal 2023, on May 31, 2023, the Board approved certain new compensation arrangements for our executive officers and other salaried employees. Our executive officers (who are also Named Executive Officers) include: Mr. Philip Horlock, our CEO; Mr. Britton Smith, our President; Mr. Razvan Radulescu, our CFO, and Mr. Ted Scartz, our SVP and General Counsel. Philip Horlock. Mr. Horlock’s annual base salary was set at $1,000,000, effective May 15, 2023, and Mr. Horlock would be eligible for a potential cash bonus under the Company’s annual Management Incentive Plan (“MIP”) at a target level of 150% of his base salary, to be prorated with respect to the fiscal year ended September 30, 2023 (“fiscal 2023”) based upon 6 months service time. Mr. Horlock will also receive $15,000 per month for travel expenses, and a one-time payment of $75,000 to offset moving expenses related to housing in Macon, Georgia. Mr. Horlock was paid in full for his services under his previous Consulting Agreement with the Company. Britton Smith. Mr. Smith’s annual base salary was set at $500,000, effective July 1, 2023, and Mr. Smith would be eligible for a potential cash bonus under the Company’s annual MIP at a target level of 100% of his base salary for fiscal 2024. For fiscal 2023, Mr. Smith’s target level participation in the MIP was 50% of his base salary. Mr. Smith will also receive $5,000 per month for travel expenses, and a one-time payment of $100,000 to offset moving expenses not otherwise reimbursed for locating his residence in the Macon, Georgia area. Beginning January 1, 2024, Mr. Smith’s annual base salary was $515,000. Razvan Radulescu. Mr. Radulescu’s annual base salary was set at $500,000 effective July 1, 2023, and Mr. Radulescu would be eligible for a potential cash bonus under the Company’s annual MIP at a target level of 100% of his base salary for fiscal 2024. For fiscal 2023, Mr. Radulescu’s target level participation in the MIP was 75% of his base salary. Beginning January 1, 2024, Mr. Radulescu’s annual base salary was $515,000. Ted Scartz. Mr. Scartz’s annual base salary was set at $350,000 effective July 1, 2023, and Mr. Scartz would continue to participate in the Company’s annual MIP at a target level of 50% of his base salary for fiscal 2024, which was also the target level for fiscal 2023. Beginning January 1, 2024, Mr. Scartz’s base salary was $360,500. Approval of Special Recognition and Retention Cash Compensation. On May 31, 2023, the Board also approved certain special recognition and retention cash compensation awards to our salaried employees, and a one-time restricted stock unit (“RSU”) award to our senior leadership team. Recipients of these awards included, among others in senior leadership, our CEO (Mr. Horlock), our President (Mr. Smith), our CFO (Mr. Radulescu), and our SVP and General Counsel (Mr. Scartz). The awards are described below. Under the fiscal 2023 MIP, which is an annual performance-based cash bonus plan, 50% of the annual MIP target goal had been materially achieved through the second quarter of fiscal 2023, and the Board approved the early payout of this portion of the MIP bonus for all program participants, which was paid in the first week of July 2023. The Board approved certain salary increases, which are described above with respect to our executive officers. The Board also approved the payment of the previous salary reduction amounts which were effective from July through December of calendar year 2022 for all employees at director level and above, which were paid in a lump sum in the first week of July 2023.

  7. Introduction; Financial Highlights

    The Board approved a one-time, time-vesting RSU award to the senior leadership team, in an amount equal to two times (2X) base salary, effective May 31, 2023, which will vest on July 1, 2025, or upon a change in control of the Company, if earlier; with the exception that Mr. Horlock’s award will vest on July 1, 2025, upon his termination of employment (except for cause), or upon a change in control, whichever is earlier. The awards were based upon the base salary in effect on July 1, 2023, for our four executive officers. The amounts received under the special retention program for our Named Executive Officers are quantified below: Mr. Horlock: (i) 50% of Target MIP bonus for fiscal 2023 of $0; (ii) salary restoration amount of $0; and (iii) RSU award of 78,864 shares (based upon a grant date fair market value of $25.36 per share on May 31, 2023). Mr. Smith: (i) 50% of Target MIP bonus for fiscal 2023 of $75,000; (ii) salary restoration amount of $15,000; and (iii) RSU award of 39,432 shares (based upon a grant date fair market value of $25.36 per share on May 31, 2023). Mr. Radulescu: (i) 50% of Target MIP bonus for fiscal 2023 of $168,750; (ii) salary restoration amount of $33,750; and (iii) RSU award of 39,432 shares (based upon a grant date fair market value of $25.36 per share on May 31, 2023). Mr. Scartz: (i) 50% of Target MIP bonus for fiscal 2023 of $71,250; (ii) salary restoration amount of $14,250; and (iii) RSU award of 27,603 shares (based upon a grant date fair market value of $25.36 per share on May 31, 2023).

  8. Second Quarter Fiscal 2024 Approval of Change in Control Plan and Executive Employment Agreements

    Second Quarter Fiscal 2024 Approval of Change in Control Plan and Executive Employment Agreements In January 2024, the Compensation Committee of the Board of Directors (the “Committee” or the “Compensation Committee”) approved a Change in Control Plan, which is a cash bonus program in the event of a change in control (or “CIC”) of the Company in the next three years. The Compensation Committee also approved employment agreements for each of our executive officers, including the compensation described above. The Change in Control Plan and the executive employment agreements are described in detail below under “Change in Control Plan and Amendment to Awards Under The 2015 Omnibus Equity Incentive Plan” and ‘Executive Employment Agreements and Other Arrangements with Named Executive Officers.” Also in January 2024, the Committee approved an Amendment to all outstanding awards of stock options and RSUs under the Blue Bird Corporation 2015 Omnibus Equity Incentive Plan. This Amendment provides that upon a CIC, all outstanding unvested restricted stock units and option awards will vest. The purpose of this Amendment was to achieve consistency in prior awards under the Omnibus Plan, some of which would only vest upon a CIC with further action by the Committee and some of which would vest upon a CIC unless determined otherwise by the Committee at the time of the CIC.

  9. Components of Short-Term Performance Compensation

    Components of Short-Term Performance Compensation •Salary – The fixed amount of compensation for performing day-to-day responsibilities. •Annual incentive cash compensation – Annual cash awards that focus on the attainment of Company performance targets as measured, historically, by Adjusted EBITDA and, in certain prior fiscal years, Adjusted Free Cash Flow. See “Annual Management Incentive Plan.”

  10. Components of Long-Term Performance Compensation

    Components of Long-Term Performance Compensation •Our equity- and cash-based Omnibus Equity Incentive Plan – Annual awards that focus on long-term growth in stockholder value, including annual performance targets as measured, historically, by Adjusted EBITDA and, in certain prior fiscal years, Adjusted Free Cash Flow. We also utilize time-based equity awards, in the Compensation Committee’s discretion. Previously, our long-term equity-based incentive compensation program (“LTI awards”) consisted of stock options and RSUs; beginning with new awards granted in fiscal 2024 and subsequently all equity awards will be issued solely in RSUs. The Compensation Committee believes that this combination of salary, cash incentives and equity-based compensation provides appropriate incentives for executives to achieve targeted annual operating results and stockholder returns. The Committee considers a number of important factors when reviewing and determining executive compensation, including job responsibilities, Company performance, individual performance and compensation for executives among its industry peers. Prior to fiscal 2020, the Compensation Committee had not significantly changed its programs and practices in the previous three fiscal years. As a result of the impact of the coronavirus pandemic and subsequent supply chain disruptions and other negative impacts on the Company’s operations, the Compensation Committee exercised its discretionary authority to determine the awards to be vested under the program for fiscal 2021 and fiscal 2022 and modified the compensation programs in part to take into account the economic disruptions that occurred from the onset of the pandemic in fiscal 2020 that also impacted the two subsequent fiscal years. The Named Executive Officers and all U.S. salaried employees are eligible to participate in the Company’s tax qualified retirement savings plan. The Company does not provide any other significant perquisites or executive benefits to its Named Executive Officers, other than certain personal travel stipends. Our Named Executive Officers are generally provided disability and life insurance, in addition to participation in our retirement savings plan.

  11. Participants and Decision Makers in Determining Named Executive Officer Compensation

    | MIP Adjusted EBITDA (100% of Award) | | | Actual Adjusted EBITDA ($Mils) | Percent of Target Bonus | | $40.0* | 50.0% | | $48.8 | 100.0% | | $53.8 | 150.0% | | $58.8 | 200.0%** |

  12. Participants and Decision Makers in Determining Named Executive Officer Compensation

    | MIP Adjusted EBITDA (100% of Award) | | | Actual Adjusted EBITDA ($Mils) | Percent of Target Bonus | | $40.0* | 50.0% | | $45.0 | 100.0% | | $50.0 | 150.0% | | $55.0 | 200.0% | | $60.0 | 200.0%** |

  13. Participants and Decision Makers in Determining Named Executive Officer Compensation

    | MIP Adjusted EBITDA (75% of Award) | | | | Actual Adjusted EBITDA ($Mils) | Percent of Target Bonus | Weighted Percentage of Target Bonus | | $40.0* | 50.0% | 37.5% | | $45.0 | 100.0% | 75.0% | | $50.0 | 150.0% | 112.5% | | $55.0 | 200.0% | 150.0% | | $60.0 | 250.0%** | 187.5% |

  14. Participants and Decision Makers in Determining Named Executive Officer Compensation

    | Adjusted Free Cash Flow (25% of Award) | | | | Actual Adjusted Free Cash Flow ($Mils) | Percent of Target Bonus | Weighted Percentage of Target Bonus | | $(4.0)* | 50.0% | 12.5% | | $1.1 | 100.0% | 25.0% | | $6.0 | 150.0% | 37.5% | | $11.0 | 200.0% | 50.0% | | $16.0 | 250%** | 62.5% |

  15. Participants and Decision Makers in Determining Named Executive Officer Compensation

    * No bonus award will be paid if Adjusted Free Cash Flow is less than $(4.0) million. After the financial results for the preceding fiscal year are available, the Compensation Committee meets in order to determine the bonuses to be granted under the MIP for the preceding fiscal year’s performance. In addition to reviewing whether the established financial targets are met, the Compensation Committee has sole discretion to adjust the actual award amounts based upon such factors as it deems appropriate in the circumstances and may make adjustments to the performance metrics if deemed appropriate by the Committee. MIP awards based on a particular fiscal year’s performance and reflected in the Summary Compensation Table are paid in December of each year (the first fiscal quarter of the succeeding fiscal year), upon completion of our audited financial statements. As described above, 50% of the annual MIP target goal had been materially achieved through the second quarter of fiscal 2023, and that portion was paid to participants in July 2023. Based on fiscal 2023 financial results, the Company paid the maximum 200% MIP payout. Based on fiscal 2022 and fiscal 2021 financial results, no cash awards were made under the fiscal 2022 or fiscal 2021 MIP, as the performance targets were not met primarily due to the negative financial impacts of ongoing supply chain disruptions on the Company’s operations. Omnibus Equity Incentive Plan (“Incentive Plan”). The Company’s long-term incentive program has historically included annual grants of stock option and RSU awards under our Incentive Plan. Awards under our Incentive Plan may consist of restricted stock or units, stock appreciation rights, incentive stock options, non-qualified stock options, phantom stock, cash-based awards, performance shares or units, or any combination of the foregoing. We believe that the various awards available under the Incentive Plan give us greater flexibility to respond to market-competitive changes in equity compensation practices. We have been using a mix of stock options and RSUs in order to accomplish the performance and retention objectives of our long-term incentive program. The Committee may tie the awards to performance goals or time-based service, in its discretion, and has the authority to modify performance criteria or waive such criteria in its discretion. The Committee also has broad discretion to provide for, among other things, acceleration of vesting and/or acceleration of payments of awards, or appropriate substitution of awards, in the event of a Change of Control as defined in the Incentive Plan and may include such provisions in individual award agreements in its sole discretion. In fiscal 2021, options and RSU’s were awarded to certain executives based on the attainment of the performance criteria under the MIP and vest over three years, with a maximum forfeiture of 50% of the awards for failure to achieve the MIP target goals. The fiscal 2022 LTI awards program was similar in plan design and methodology as the fiscal 2021 program; provided, however, that all option awards were granted at an exercise price of $20.00 per share, which was greater than the market price of the Company’s common stock on the grant date. The Committee also approved a fiscal 2022 Special One-Time Retention LTI Award, including RSUs only, that vests strictly based on the passage of time in four equal tranches. The first tranche vested on July 1, 2022, and the remaining three tranches vested or will vest annually thereafter on July 1, 2023, July 1, 2024, and July 1, 2025. As described above, during fiscal 2023, a one-time RSU award was made to the senior leadership team effective May 31, 2023, including our Named Executive Officers, which will vest on July 1, 2025 or upon a change in control, whichever is earlier (except with respect to Mr. Horlock). Except for the special RSU award, the fiscal 2023 LTI awards program was similar in plan design and methodology as the fiscal 2022 and 2021 programs. The mix of stock options and RSUs varies by organizational level and has changed over time. Historically, our Named Executive Officers receive 25% or 50% (depending upon the officer position) of the award value in the form of non-qualified stock options and 75% or 50% (depending upon the officer position) of the award value in the form of RSUs. It is our goal to provide our Named Executive Officers with grants that are motivational while using the shares available for grant in a responsible manner. Beginning with new awards in fiscal 2024, all equity awards will be issued solely in RSUs. Mr. Horlock (in fiscal 2021) and Mr. Radulescu (in fiscal 2022 and 2023) received 25% of their equity awards in the form of non-qualified stock options and 75% of their equity awards in the form of RSUs. Mr. Smith received 50% of his equity awards in the form of non-qualified stock options and 50% of his equity awards in the form of RSUs in fiscal 2023. Mr. Scartz received 50% of his equity awards in the form of non-qualified stock options and 50% of his equity awards in the form of RSUs beginning in fiscal 2023. Mr. Stevenson did not participate in the annual LTI awards grant given the multi-year RSU award he received in connection with his employment agreement (forfeited upon his resignation), although he was granted RSUs in the fiscal 2022 Special One-Time Retention LTI Award discussed previously above. Under the terms of his employment agreement, effective July 1, 2021, Mr. Stevenson received an initial equity award of 160,000 shares of restricted stock which vested only upon achievement of Adjusted EBITDA targets during the five full fiscal years after the grant date (for so long as he was employed). No shares of restricted stock vested prior to his resignation. Upon his initial hire, effective March 1, 2022, Mr. Smith received a one-time award of 15,000 RSUs valued at $306,600 based upon the stock price at the grant date, which vest in four equal annual tranches commencing on July 1, 2022, subject to his continued employment. More details of Mr. Smith’s equity award can be found under the section “Employment Agreements and Other Arrangements with Named Executive Officers” contained in this Proxy Statement. Under the terms of his offer letter, effective May 9, 2022, Mr. Scartz received a one-time award of RSUs equal to 100% of his annual base salary, which vest in four equal annual tranches commencing on July 1, 2022, subject to his continued employment. More details of Mr. Scartz’s equity award can be found under the section “Employment Agreements and Other Arrangements with Named Executive Officers” contained in this Proxy Statement. Stock Options. Stock options are granted by the Committee annually after the end of the fiscal year (and completion of the audited financial statements) and are not repriced, backdated, or purchased by the Company (except in the limited circumstance in which the option exercise occurs during a blackout period, in which case the Company may withhold shares for the payment of taxes). The number of options is determined by reference to the MIP award formulas for each participating employee, including the Named Executive Officers, as applicable. The exercise price of stock options is generally the closing price of the Company’s stock on the date of grant. Historically, options become exercisable over a three-year vesting period upon achievement of the annual MIP goals and expire ten years after the date of grant. Unvested options are forfeited upon termination unless termination is by reason of death or disability. Vesting is accelerated in the event of a change in control. Beginning in fiscal 2020, LTI awards (both stock options and RSUs) are subject to a maximum 50% forfeiture in the event that there is a failure to achieve the MIP target goals. The Committee in its discretion may also utilize other time-based awards.

  16. Participants and Decision Makers in Determining Named Executive Officer Compensation

    RSUs. RSUs are granted by the Committee annually after the end of the fiscal year (and completion of the audited financial statements). The number of restricted shares is determined by reference to the above-described MIP award formula for all participants. The RSUs are valued at the closing price of the Company’s stock on the date of grant. Historically, the RSUs vest over a three-year period upon achievement of the annual MIP goals and provided that the recipient is in the service of the Company. Unvested shares are forfeited upon termination. All shares vest immediately upon a change in control. Beginning in fiscal 2020, LTI awards are subject to a maximum 50% forfeiture in the event that there is a failure to achieve the MIP target goals. The Committee in its discretion may also utilize other time-based awards. The Committee determined at its meeting in December 2021 to vest the applicable tranches of LTI awards subject to performance targets at the following plan levels: fiscal 2019 LTI at 0%, and 2020 and 2021 LTI awards at 50%. The Committee determined at its meeting in October 2022 to vest the applicable tranches of the fiscal 2020, 2021 and 2022 LTI awards subject to performance targets at 100% despite the Company not achieving the minimum performance criteria, under the Committee’s discretionary authority. The Committee determined at its meeting in December 2023 to vest the applicable tranches of the fiscal 2021, 2022 and 2023 LTI awards subject to performance targets at 200% since the Company achieved the maximum performance criteria. See the “Summary Compensation Table” for additional information on the dollar value of these awards.

  17. Effect of Post-Termination Events

    Effect of Post-Termination Events The Company has a written employment agreement with each of our Named Executive Officers, including severance provisions (other than with respect to Mr. Horlock). In general, with respect to severance benefits, upon a termination without cause a Named Executive Officer retains vested benefits and will receive 12 months’ severance and COBRA coverage. In a termination for cause, the executive forfeits all benefits. In the event of termination without cause within six months prior to or 12 months following a change in control, the executive is entitled to severance benefits provided that salary continuation is increased to 24 months. The Company believes that these benefits help us attract and retain our executive officers by providing financial security in the event of certain qualifying terminations of employment or a change in control of the Company. See “Employment Agreements and Other Arrangements with Named Executive Officers” and “Potential Payments Upon Termination or Change in Control” contained in this Proxy Statement for additional information.

  18. Fiscal 2024 Compensation Program

    Fiscal 2024 Compensation Program For fiscal 2024, the Compensation Committee has approved the MIP (the “fiscal 2024 MIP”) with the performance formula tied to Adjusted EBITDA only, including a 50% payout if the minimum EBITDA amount is achieved, 100% payout for achievement of the target EBITDA amount, and a cap of 200% for achievement of the aspirational target. The fiscal 2024 LTI award program is similar in design to the fiscal 2023 program, provided; however, that all new equity awards will be granted in RSUs and no stock options will be issued.

  19. FISCAL 2023 DIRECTOR COMPENSATION

    FISCAL 2023 DIRECTOR COMPENSATION The following table sets forth the compensation paid to each person who served as a director of the Company at any time during fiscal 2023. All compensation paid to Philip Horlock, our CEO and a director, including director fees and stock awards prior to his reappointment as CEO in May 2023, is included in the Summary Compensation Table (under “All Other Compensation”) related to our Named Executive Officers under “Named Executive Officer Compensation.” Our directors do not receive option awards, non-equity incentive plan compensation or nonqualified deferred compensation earnings, and therefore those categories are omitted in the table below.

  20. FISCAL 2023 DIRECTOR COMPENSATION

    | Fiscal 2022 Director Compensation Table | | | | | | Name | Fees earned or paid in cash | Stock Awards($)1 | All Other Compensation | Total($) | | Gurminder S. Bedi | $37,500 | $50,000 | — | $87,500 | | Mark Blaufuss2 | $17,500 | $50,000 | — | $67,500 | | Julie Fream3 | — | — | — | — | | Chan W. Galbato4 | $13,750 | — | — | $13,750 | | Adam Gray5 | $38,750 | — | $50,000 | $88,750 | | Douglas Grimm | $37,500 | $50,000 | — | $87,500 | | Simon J. Newman6 | $25,000 | $50,000 | — | $75,000 | | Phil Horlock7 | — | — | — | — | | Kevin Penn, Chairman8 | $60,000 | — | $75,000 | $135,000 | | Alan H. Schumacher9 | $35,000 | $50,000 | — | $85,000 | | Kathleen M. Shaw, Ph.D.10 | $12,500 | — | — | $12,500 | | Jared Sperling8 | $25,000 | — | — | $25,000 | | Matthew Stevenson11 | — | — | — | — | | Dan Thau8 | $12,500 | — | $50,000 | $62,500 |

  21. FISCAL 2023 DIRECTOR COMPENSATION

    (1)The amounts in this column are the aggregate grant date fair values of each respective RSU award computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC Topic 718”). Refer to Note 15, “Share-Based Compensation,” included in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on December 11, 2023, for the relevant assumptions used to determine the valuation of our equity awards. (2)Mr. Blaufuss became a director effective May 31, 2023; accordingly, his compensation was based upon the pro rata time that he served as a director, including being eligible for RSU awards in conjunction with the annual grant to directors effective June 1, 2023. (3)Ms. Fream joined the Board after the end of fiscal 2023 and therefore shows no compensation in this table. (4)Mr. Galbato resigned as a director effective April 3, 2023; accordingly, his compensation was based upon the pro rata time that he served as a director, including not being eligible for RSU awards in conjunction with the annual grant to directors effective June 1, 2023. (5)All director compensation payable to Mr. Gray has been assigned by him to Coliseum Capital Partners, L.P., pursuant to an agreement. In lieu of a stock award, Mr. Gray was awarded a cash payment as shown under “All Other Compensation,” which will be paid in the identical manner as the settlement of RSUs awarded to other Board members, described below. (6)Mr. Newman became a director effective March 31, 2023; accordingly, his compensation was based upon the pro rata time that he served as a director, including being eligible for RSU awards in conjunction with the annual grant to directors effective June 1, 2023. (7)Mr. Horlock served as a director for the entirety of fiscal year 2023, including after being appointed as CEO of the Company effective May 14, 2023. From October 2, 2023 through May 13, 2023, Mr. Horlock received no director fees paid in cash as he earned compensation under the terms of the Consulting Agreement he executed with the Company, as described in further detail in the section below entitled “Employment Agreements and Other Arrangements with Named Executive Officers." Effective May 14, 2023 and subsequently, Mr. Horlock received no director compensation given his status as a Company employee. All of Mr. Horlock’s compensation is included in the Named Executive Officer Summary Compensation Table below. (8)All director compensation payable to Messrs. Penn, Sperling and Thau has been assigned by them to American Securities, LLC, pursuant to an agreement. In lieu of a stock award, Messrs. Penn and Thau were awarded a cash payment as shown under “All Other Compensation,” which will be paid in the identical manner as the settlement of RSUs awarded to other Board members, described below. Mr. Sperling resigned as a director, and Mr. Thau became a director May 19, 2023; accordingly, their compensation was based upon the pro rata time that they served as a director. (9)Mr. Schumacher resigned as a director effective June 30, 2023; accordingly, his compensation was based upon the pro rata time that he served as a director, including being eligible for RSU awards in conjunction with the annual grant to directors effective June 1, 2023. (10)Ms. Shaw resigned as a director effective April 2, 2023; accordingly, her compensation was based upon the pro rata time that she served as a director, including not being eligible for RSU awards in conjunction with the annual grant to directors effective June 1, 2023. (11)Mr. Stevenson resigned as President, CEO and a director effective May 13, 2023 and received no director compensation given his status as a Company employee. With the exception of Messrs. Penn and Thau, each of our independent directors will receive an annual award of RSUs, which awards are reflected in the Stock Awards column in the table above. Each RSU represents the contingent right to receive one (1) share of the Company’s Common Stock on the vesting schedule provided in the awards, currently twelve (12) months after the grant date. The settlement date for the RSUs is the earlier of the date when the director’s service terminates, or consummation of a change in control of the Company. Effective fiscal 2023, our directors received a quarterly cash payment of $12,500 for service as a director. Committee chairs received an additional annual $5,000 fee, except the Audit Committee Chair received an additional annual $10,000 fee reflecting his incremental responsibilities and workload. The Chairman of the Board received a quarterly cash payment of $18,750 reflecting his incremental responsibilities and workload. Effective July 1, 2022, the Board voluntarily agreed to forego the quarterly cash payment for a period of six months, through December 31, 2022. The regular quarterly cash payment was restored on January 1, 2023. Effective for fiscal 2024, our directors receive a quarterly cash payment of $18,750 for service as a director. Committee chairs receive an additional annual $7,500 fee, except the Audit Committee Chair receives an additional annual $15,000 fee reflecting his incremental responsibilities and workload. The Chairman of the Board receives a quarterly cash payment of $28,125 reflecting his incremental responsibilities and workload. Also for fiscal 2024, the Board increased the annual equity award of RSUs to $75,000 in value for each director and $100,000 for the Chairman, to be awarded on April 1 of each fiscal year and vesting on April 1 of the following fiscal year.

  22. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation awarded to, earned by or paid to our Named Executive Officers for fiscal year 2023, fiscal year 2022 and fiscal year 2021:

  23. Summary Compensation Table

    | | | | | | | | Nonqualified | | | | | | | | | | Non-equity | deferred | | | | Name and | | | | Stock | Option | incentive plan | compensation | All other | | | principle | Fiscal | Salary | Bonus | awards | awards | compensation | earnings | compensation | Total | | position | year | ($)(1) | ($) | ($)(2) | ($)(2) | ($)(3) | ($) | ($) | ($) | | Philip Horlock, | 2023 | 378,846 | — | 1,991,991 | — | 1,500,000 | — | 585,324 | 4,456,161 | | Director and | 2022 | 200,000 | — | — | — | — | — | 456,020 | 656,020 | | Chief Executive | 2021 | 720,000 | — | 3,185,336 | 1,501,127 | — | — | 18,500 | 5,424,963 | | Officer(4) | | | | | | | | | | | Matthew Stevenson, | 2023 | 445,000 | — | — | — | — | — | 10,711 | 455,711 | | President and | 2022 | 570,000 | — | 260,400 | — | — | — | 12,722 | 843,122 | | Chief Executive | 2021 | 300,000 | — | — | — | — | — | 39,458 | 339,458 | | Officer(5) | | | | | | | | | | | Britton Smith, | 2023 | 357,500 | — | 1,134,975 | 39,583 | 322,430 | — | 234,262 | 2,088,750 | | President(6) | 2022 | — | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | — | | Razvan Radulescu, | 2023 | 479,375 | — | 1,293,513 | 69,547 | 740,813 | — | 15,383 | 2,598,631 | | Chief | 2022 | 433,125 | 100,000 | 219,656 | 29,878 | — | — | 203,355 | 986,014 | | Financial | 2021 | 18,750 | — | — | — | — | — | — | 18,750 | | Officer(7) | | | | | | | | | | | Ted Scartz, | 2023 | 309,125 | — | 795,007 | 37,601 | 384,640 | — | 73,858 | 1,600,231 | | SVP and General | 2022 | 105,231 | 75,000 | 71,245 | — | — | — | 30,118 | 281,594 | | Counsel(8) | 2021 | — | — | — | — | — | — | — | — |

  24. Summary Compensation Table

    (1) In July 2023, the Company determined to reinstate payments to salaried employees who had received a temporary salary reduction for the second half of calendar year 2022. Those payments for Mssrs. Smith, Radulescu, and Scartz are reflected in the regular Salary column of the Summary Compensation Table. (2) The Named Executive Officers have been awarded RSUs and stock option awards under the 2015 Omnibus Equity Incentive Plan. The amounts in these columns are the aggregate grant date fair values of each respective award computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC Topic 718”). Refer to Note 15, “Share-Based Compensation,” included in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on December 11, 2023 for the relevant assumptions used to determine the valuation of our equity awards. For fiscal 2023, a) certain of the stock and option awards vest in three annual tranches over a period of three years and are contingent upon the achievement of the performance targets set annually under the MIP (subject to a maximum forfeiture of 50%), as described above under “Annual Management Incentive Plan (“MIP”)” and b) certain stock awards vest on July 1 of each year from 2023 through 2025 based strictly upon the passage of time with no performance targets required to be achieved. For fiscal 2022, a) certain of the stock and option awards vest in three annual tranches over a period of three years and are contingent upon the achievement of the performance targets set annually under the MIP (subject to a maximum forfeiture of 50%), as described above under “Annual Management Incentive Plan (“MIP”)” and b) certain stock awards vest on July 1 of each year from 2022 through 2025 based strictly upon the passage of time with no performance targets required to be achieved. For fiscal 2021, these awards vest in three annual tranches over a period of three years and are contingent upon the achievement of the performance targets set annually under the MIP (subject to a maximum forfeiture of 50%), as described above under “Annual Management Incentive Plan (“MIP”).” In fiscal 2021 for Mr. Horlock, 100% of the awards that vest contingent upon the achievement of applicable performance targets are reflected in the table despite the Company not achieving such targets as the Compensation Committee determined that all of his previously unvested LTI awards would vest in connection with his announced resignation from the office of CEO on October 31, 2021. In fiscal 2022, 100% and 75%, respectively, of the awards that vest contingent upon the achievement of applicable performance targets vested pursuant to the discretionary authority of the Compensation Committee. (3) Amounts included in the “Non-equity incentive plan compensation” column relate to the MIP cash bonus. Amounts shown in the table, if any, are typically paid in the first quarter of the subsequent fiscal year based on the prior fiscal year’s performance. See “Annual Management Incentive Plan (“MIP”)” for a description of this plan. For fiscal 2023, 50% of the MIP award at 100% of target was paid in July 2023 based upon the Company’s year to date performance at that time; with the balance paid in December 2023 based upon the final Company performance. Because he re-joined the Company as CEO mid-fiscal year, the Board established a target MIP payout for Mr. Horlock for fiscal 2023 prorated for 6 months service. (4) Mr. Horlock retired from his position as CEO on October 31, 2021, but remained employed in the role of a Senior Advisor through December 31, 2021. Upon leaving employment in December 2021, Mr. Horlock entered a consulting agreement with the Company for one year for a total of $800,000; one half of which was paid in fiscal 2022, and the other half was paid in fiscal 2023. While he was a non-employee Director and party to the Consulting Agreement, Mr. Horlock did not receive any cash payments for service on the Board. Mr. Horlock remained on the Board as a Director and was reappointed CEO in May 2023. Compensation paid to Mr. Horlock solely in his role as a non-employee Director is included in this table under “All other compensation.” (5) Mr. Stevenson left the employment of the Company effective June 5, 2023. (6) Mr. Smith was appointed President on May 31, 2023. Prior to that date Mr. Smith was not a Named Executive Officer, so his compensation numbers for fiscal 2022 are not included in the table. Mr. Smith’s Non-Equity incentive plan compensation payout for fiscal 2023 was calculated according to his prior MIP percentages (50% of salary upon achievement of 100% target). (7) Mr. Radulescu was appointed CFO on October 1, 2021. Mr. Radulescu’s Non-Equity incentive plan compensation payout for fiscal 2023 was calculated according to his prior MIP percentages (75% of salary upon achievement of 100% target). (8) Mr. Scartz was appointed Senior Vice President and General Counsel on May 9, 2022. “Bonus” and “All other compensation” is comprised of the following for each of the Named Executive Officers: •For Mr. Horlock: $0 (2023) and $50,000 (2022) for grant date fair value of RSU awards for service as a non-employee director; $400,000 (2023) and $400,000 (2022), pursuant to the consulting agreement described in more detail below; $115 (2023), $3,619 (2022), and $15,500 (2021) for premiums for disability and life insurance paid by us for Mr. Horlock’s benefit; $60,000 (2023) as travel allowances; $125,209 (2023), $0 (2022), and $0 (2021) for corporate housing and/or relocation expenses; $0 (2023), $2,400 (2022), and $3,000 (2021) as a contribution by us to Blue Bird’s 401(k) plan on behalf of Mr. Horlock to match a pre-tax deferral contribution (included under “Salary”) made by Mr. Horlock to that plan. •For Mr. Stevenson: $3,961 (2023), $1,568 (2022) and $285 (2021) for premiums for disability and life insurance paid by us for Mr. Stevenson’s benefit; $39,020 (2021) for relocation and corporate housing expenses; $6,750 (2023), $11,000 (2022) and $0 (2021), as a contribution by us to Blue Bird’s 401(k) plan on behalf of Mr. Stevenson to match a pre-tax deferral contribution (included under “Salary”) made by Mr. Stevenson to that plan; and $154 (2022) in additional compensation. •For Mr. Smith: $4,258 (2023) for premiums for disability and life insurance paid by us for Mr. Smith’s benefit; $206,304 (2023) for relocation, and corporate housing expenses; $15,000 (2023) as travel allowances; and $8,700 (2023) as a contribution by us to Blue Bird’s 401(k) plan on behalf of Mr. Smith to match a pre-tax deferral contribution (included under “Salary”) made by Mr. Smith to that plan. •For Mr. Radulescu: $5,233 (2023) and $1,069 (2022) for premiums for disability and life insurance paid by us for Mr. Radulescu’s benefit; $100,000 (2022) as a one-time incentive sign-on payment; $250 (2023) and $198,194 (2022) for relocation and corporate housing and expenses; $9,900 (2023) and $3,938 (2022) as a contribution by us to Blue Bird’s 401(k) plan on behalf of Mr. Radulescu to match a pre-tax deferral contribution (included under “Salary”) made by Mr. Radulescu to that plan; and $154 (2022) in additional compensation.

  25. Summary Compensation Table

    •For Mr. Scartz: $3,772 (2023) and $662 (2022) for premiums for disability and life insurance paid by us for Mr. Scartz’s benefit; $75,000 (2022) as a one-time incentive sign-on payment; $63,186 (2023) and $29,456 (2022) for relocation and corporate housing expenses; and $6,900 (2023) and $0 (2022) as a contribution by us to Blue Bird’s 401(k) plan on behalf of Mr. Scartz to match a pre-tax deferral contribution (included under “Salary”) made by Mr. Scartz to that plan (upon Mr. Scartz’s eligibility for participation in the 401(k) plan in fiscal 2022, the Company had instituted its temporary suspension of the 401(k) match plan, so no contributions were made by the Company for that year).

  26. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Based upon the existing contractual agreements with our Named Executive Officers described above, and subject to their respective restrictive covenants’ obligations, certain of our Named Executive Officers are entitled to certain payments in the event of termination of employment without cause, and in the event of a change in control, as described above under “Employment Agreements and Other Arrangements with Named Executive Officers” and “Change in Control Plan.” Although the CIC plan was not adopted until January of 2024, below are the estimated payment amounts to which each officer would have been entitled, assuming a triggering event occurred on the last business day of our last completed fiscal year and the CIC plan was in place at that time, which was September 30, 2023. Philip Horlock. Under the CIC Plan, Mr. Horlock would be eligible to receive the following in the event of a change in control: Annualized Base Salary Payment (upon qualifying termination) - $1,000,000; MIP-based payment range (based on target of 150% of base salary) - $3,000,000 up to a maximum of $9,000,000; and accelerated vesting of all unvested shares - $2,191,174 (consisting of 78,864 RSUs and 163,221 options). Britton Smith. If Mr. Smith’s employment was terminated without cause and he was eligible for the full 12 months of severance benefits described above, he would receive aggregate severance benefits as follows: Total Salary Payments - $500,000; COBRA reimbursement - $24,312 at $2,026 per month for 12 months (estimated); earned bonus under the MIP for fiscal 2023 - $322,430; vesting of earned equity awards for fiscal 2023 - $49,641 (consisting of 1,012 RSUs vested and 3,115 options vested). Under his employment agreement and the CIC Plan, Mr. Smith would be eligible to receive the following in the event of a change in control: Total Continuing Salary Payments - $1,000,000 (if terminated without cause); MIP-based payment range (based on target of 100% of base salary) - $1,000,000 up to a maximum of $3,000,000; and accelerated vesting of all unvested shares - $1,170,172 (consisting of 46,932 RSUs and 18,686 options). Razvan Radulescu. If Mr. Radulescu’s employment was terminated without cause and he was eligible for the full 12 months of severance benefits described above, he would receive aggregate severance benefits as follows: Total Salary Payments - $500,000; COBRA reimbursement - $41,847 at $3,487 per month for 12 months (estimated); earned bonus under the MIP for fiscal 2023 - $740,813; vesting of earned equity awards for fiscal 2023 - $152,456 (consisting of 5,525 RSUs vested and 5,668 options vested). Under his employment agreement and the CIC Plan, Mr. Radulescu would be eligible to receive the following in the event of a change in control: Total Continuing Salary Payments - $1,000,000 (if terminated without cause); MIP-based payment range (based on target of 100% of base salary) - $1,000,000 up to a maximum of $3,000,000; and accelerated vesting of all unvested shares - $1,408,878 (consisting of 56,307 RSUs and 34,004 options). Ted Scartz. If Mr. Scartz’s employment was terminated without cause and he was eligible for the full 12 months of severance benefits described above, he would receive aggregate severance benefits as follows: Total Salary Payments - $350,000; COBRA reimbursement - $8,616 at $718 per month for 12 months (estimated); earned bonus under the MIP for fiscal 2023 - $384,640; vesting of earned equity awards for fiscal 2023 - $47,148 (consisting of 961 RSUs vested and 2,959 options vested). Under his employment agreement and the CIC Plan, Mr. Scartz would be eligible to receive the following in the event of a change in control: Total Continuing Salary Payments - $700,000 (if terminated without cause); MIP-based payment range (based on target of 50% of base salary) - $350,000 up to a maximum of $700,000; and accelerated vesting of all unvested shares - $950,316 (consisting of 37,028 RSUs and 17,752 options).

  27. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table provides information concerning each grant of an award made to a Named Executive Officer in the fiscal year ended September 30, 2023, under any plan.

  28. Grants of Plan-Based Awards Table

    | GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2023 | | | | | | | | | | | | | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards | | | | Thres-hold ($) | Target ($) | Maxi-mum | Thres-hold (#) | Target (#) | Maxi-mum | | | | | | | | | | ($) | | | (#) | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Phil Horlock | | | | | | | | | | | | | MIP | | 281,250 | 562,500 | 1,125,000 | | | | | | | | | Options | | | | | | | | | | | | | RSUs | | | | | | | | 78,864(3) | | | 1,999,991 | | Matthew Stevenson | | | | | | | | | | | | | MIP | | 300,000 | 600,000 | 1,200,000 | | | | | | | | | Options | | | | | | | | | | | | | RSUs | | | | | | | | | | | | | Britton Smith | | | | | | | | | | | | | MIP | | 80,608 | 161,215 | 322,430 | | | | | | | | | Options | | | | | 3,115(1) — | | | | — 3,115(1) | 12.35 12.35 | 19,637 19,946 | | RSUs | | | | | 1,012(1) — — — — | | | — 1,012(1) 3,750(2) 2,699(1) 39,432(3) | | | 12,498 12,498 76,650 33,333 999,996 | | Razvan Radulescu | | | | | | | | | | | | | MIP | | 185,204 | 370,407 | 740,813 | | | | | | | | | Options | | | | | 2,164(1) — 3,504(1) — | | | | — 2,163(1) — 3,504(1) | 20.00 20.00 12.35 12.35 | 9,919 15,102 22,089 22,437 | | RSUs | | | | | 2,109(1) — 3,416(1) — — — | | | — 2,109(1) — 3,416(1) 8,438(2) 39,432(3) | | | 26,046 36,612 42,188 42,188 146,484 999,996 | | Ted Scartz | | | | | | | | | | | | | MIP | | 96,158 | 192,315 | 384,630 | | | | | | | | | Options | | | | | 2,959(1) — | | | | — 2,959(1) | 12.35 12.35 | 18,653 18,947 | | RSUs | | | | | 961(1) — — — | | | — 962(1) 4,712(2) 27,603(3) | | | 11,868 11,881 71,245 700,012 | | (1) All awards were granted on December 12, 2022. (2) All awards were granted on July 1, 2023. (3) All awards were granted on May 31, 2023. | | | | | | | | | | | |

  29. Grants of Plan-Based Awards Table

    “Threshold” refers to minimum amount payable for a certain level of performance under plan; “target” refers to amount payable if the specified performance target(s) are reached at 100%; “maximum” refers to maximum payout possible under plan.

  30. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    Outstanding Equity Awards at 2023 Fiscal Year-End Table The following table provides certain information concerning the outstanding equity awards for each Named Executive Officer as of the fiscal year ended September 30, 2023.

  31. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Philip Horlock | 6,805 49,583 58,106 48,727 66,478 | | | 15.50 18.10 16.99 20.26 16.20 | 12/31/2026 12/31/2026 12/31/2026 12/31/2026 12/31/2026 | 78,864(4) | 1,683,746 | | | | Matthew Stevenson | | | | | | | | | | | Britton Smith | | | 18,686(2) | 12.35 | 12/12/3032 | 7,500(3) 39,432(4) | 160,125 841,873 | 14,170(2) | 302,530 | | Razvan Radulescu | 4,327(1) | | 8,655(1) 21,022(2) | 20.00 12.35 | 12/11/2031 12/12/3032 | 16,875(3) 39,432(4) | 360,281 841,873 | 8,440(1) 20,496(2) | 180,194 437,590 | | Ted Scartz | | | 17,752(2) | 12.35 | 12/12/3032 | 9,425(3) 27,603(4) | 201,224 589,324 | 5,769(2) | 123,168 |

  32. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    (1)The original awards vest over a three-year period, on December 11, 2022, 2023 and 2024, assuming annual performance criteria have been met, in whole or in part. (2)The original awards vest over a three-year period, on December 12, 2023, 2024 and 2025, assuming annual performance criteria have been met, in whole or in part. (3)The original awards vest over a four-year period, on July 1, 2022, 2023, 2024 and 2025. (4)The original awards vest on July 1, 2025.

  33. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table provides information concerning each exercise of stock options, SARs and similar instruments, and each vesting of stock, including restricted stock, restricted stock units and similar instruments, during the fiscal year ended September 30, 2023, for each of the Named Executive Officers on an aggregated basis:

  34. Option Exercises and Stock Vested Table

    | OPTION EXERCISES AND STOCK VESTED | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | (a) | (b) | (c) | (d) | (e) | | Phil Horlock | | | | | | Matthew Stevenson | | | | | | Britton Smith | | | 3,750 | 84,300 | | Razvan Radulescu | | | 12,654 | 243,482 | | Ted Scartz | | | 4,712 | 105,926 |

  35. CEO Pay Ratio

    CEO Pay Ratio Consistent with the rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship of the annual total compensation of our employees to that of the combined compensation of Matthew Stevenson and Philip Horlock, who each served as our CEO during fiscal 2023, non-concurrently. The median fiscal year 2023 (ended September 30, 2023) annual total compensation of all employees of the Company (other than our CEO) was $55,763, and the fiscal year 2023 annual total compensation (combined) of our non-concurrent CEOs was $4,905,121. Based on this information, for fiscal 2023, the ratio of the annual total compensation of our non-concurrent CEOs to the median annual total compensation of all employees was 88:1. We identified our median employee based on the fiscal 2023 total gross earnings for all employees, excluding our CEO, who were employed by us on September 30, 2023. We included full-time and part-time employees and annualized earnings for those employees who joined us throughout the year. We believe the use of total gross earnings is a consistently applied compensation measure in that it captures all of the components of earnings for all our employees. After identifying the median employee based on total gross earnings, we calculated the annual total compensation for our median employee using the same methodology we use for our Named Executive Officers as set forth in the Summary Compensation Table included in “Executive Compensation — Summary Compensation Table.” The Company believes that the pay ratio set forth above is a reasonable estimate that has been calculated in a manner consistent with the SEC’s rules. The SEC allows for multiple approaches and permits companies to rely on a number of assumptions in calculating its pay ratio. Therefore, our method of calculating pay ratio will differ from that used by other companies and investors should not consider pay ratio in isolation or as a substitute for analysis of the Company’s executive compensation programs. Further, our Compensation Committee does not consider pay ratio in its development of the Company’s executive compensation programs and does not use it in its determination of our CEO’s compensation

  36. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of SEC Regulation S-K, the following information identifies the relationship between executive compensation actually paid, including Principal Executive Officers (“PEOs”), in our case the CEOs, and other non-PEO Named Executive Officers (“NEOs”), and the Company’s financial performance for the past three fiscal years ended September 30, 2023.

  37. Pay Versus Performance Disclosure

    | Pay Versus Performance | | | | | | | Value of Initial Fixed $100 Investment | | | | | Year | Summary Compensation Table Total for PEO -Horlock | Compensation Actually Paid to PEO - Horlock | Summary Compensation Table Total for PEO - Stevenson | Compensation Actually Paid to PEO - Stevenson | Average Summary Compensation Table Total for Non-PEOs | Average Compensation Actually Paid to Non-PEOs | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Adjusted EBITDA Margin (%) | Return on Revenue (%) | | 2023 | 4,456,161 | 4,139,913 | 455,711 | 330,461 | 2,095,871 | 2,168,706 | 177 | 147 | 7.80 | 2.10 | | 2022 | 656,020 | 292,271 | 843,122 | 845,522 | 468,660 | 448,423 | 69 | 96 | (1.80) | (5.70) | | 2021 | 5,424,963 | 4,269,320 | — | — | 704,281 | 624,424 | 177 | 129 | 5.10 | 0.00 |

  38. Pay Versus Performance Disclosure

    | PEO | 2023 | | 2022 | | 2021 | | | Horlock | Stevenson | Horlock | Stevenson | Horlock | | Summary compensation table (SCT) total for CEO | 4,456,161 | 455,711 | 656,020 | 843,122 | 5,424,963 | | - amounts reported in the Summary Compensation Table representing equity award amounts that were based on grant date fair values | (1,999,994) | — | — | (260,400) | (4,686,463) | | + year-end fair value of equity awards granted in the covered fiscal year that were outstanding and unvested as of the end of the covered fiscal year | 1,683,746 | — | — | 125,250 | 3,530,820 | | +/- change in fair value of equity awards (from the end of the prior fiscal year to the end of the covered fiscal year) granted in prior fiscal years that were outstanding and unvested as of the end of the covered fiscal year | — | — | — | — | — | | + fair value as of the vesting date for equity awards that were granted and vested in the covered fiscal year | — | — | — | 137,550 | — | | +/- change in fair value of equity awards (from the end of the prior fiscal year to the vesting date) granted in prior fiscal years that vest in the covered fiscal year | — | — | (363,749) | — | — | | - fair value as of the end of the prior fiscal year for equity awards that were granted in prior years that forfeited during the covered fiscal year | — | (125,250) | — | — | — | | Compensation Actually Paid to CEO | 4,139,913 | 330,461 | 292,271 | 845,522 | 4,269,320 |

  39. Pay Versus Performance Disclosure

    | Non PEO NEOs | 2023 | 2022 | 2021 | | | Avg. Other NEOs | Avg. Other NEOs | Avg. Other NEOs | | Summary compensation table (SCT) total for other NEOs | 2,095,871 | 468,660 | 704,281 | | - amounts reported in the Summary Compensation Table representing equity award amounts that were based on grant date fair values | (1,123,409) | (106,593) | (402,847) | | + year-end fair value of equity awards granted in the covered fiscal year that were outstanding and unvested as of the end of the covered fiscal year | 1,107,073 | 50,809 | 289,234 | | +/- change in fair value of equity awards (from the end of the prior fiscal year to the end of the covered fiscal year) granted in prior fiscal years that were outstanding and unvested as of the end of the covered fiscal year | — | — | — | | + fair value as of the vesting date for equity awards that were granted and vested in the covered fiscal year | — | 40,192 | 33,756 | | +/- change in fair value of equity awards (from the end of the prior fiscal year to the vesting date) granted in prior fiscal years that vest in the covered fiscal year | 89,171 | (4,645) | — | | - fair value as of the end of the prior fiscal year for equity awards that were granted in prior years that forfeited during the covered fiscal year | — | — | — | | Compensation Actually Paid to Non-PEO NEOs | 2,168,706 | 448,423 | 624,424 |

  40. Pay Versus Performance Disclosure

    Non-CEO Named Executive Officers consisted of the following: Britton Smith, Razvan Radulescu, and Ted Scartz (2023); Razvan Radulescu, Ted Scartz, and Paul Yousif (2022); and Tom Roberts, Trey Jenkins, and Paul Yousif (2021).