DEF 14A of Blue Bird Corp, Jan 27, 2025

DEF 14A of Blue Bird Corp

Filed Jan 27, 2025 · FY20240001589526-25-000008

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 2025 Annual Meeting, Stockholders will elect three (3) members to the Board, each of whom will serve as a Class II director, to hold office until the 2028 Annual Meeting of Stockholders. The Board has nominated Mark Blaufuss, Julie A. Fream and Simon J. Newman for election as Class II directors for terms of office of three (3) years, and until their successors are elected and qualified.

  2. Terms of Our Classified Board

    Terms of Our Classified Board As stated above, the terms of the Class II directors will expire at the 2025 Annual Meeting of Stockholders. The terms of the Class I directors, including Edward T. Hightower and Kevin Penn, will expire at the Annual Meeting of Stockholders in 2027. The terms of the Class III directors, including Douglas Grimm, Philip Horlock and Dan Thau, will expire at the Annual Meeting of Stockholders in 2026. See “INFORMATION CONCERNING MANAGEMENT” for more information on our Board members. It is the intention of the proxy agents named in the proxy, unless otherwise directed, to vote such proxies for the election of the Class II nominees. Should any of such nominees be unable to accept the office of director, an eventuality which is not anticipated, proxies may be voted with discretionary authority for a substitute nominee or nominees designated by the Board.

  3. Recommendation of the Board

    Recommendation of the Board The Board unanimously recommends that Stockholders vote “FOR” the election of Mark Blaufuss, Julie A. Fream and Simon J. Newman as Class II directors of the Company. PROPOSAL TWO - RATIFICATION OF APPOINTMENT OF BDO USA, P.C. BDO USA, P.C. served as our independent registered public accounting firm for the fiscal year ended September 28, 2024, and has been selected to serve as our independent registered public accounting firm for the 2025 fiscal year ending September 27, 2025. The Board proposes that Stockholders ratify this selection at the Annual Meeting. Management is not aware that such firm nor any of its members or associates has or has had during the past year any financial interest in us, direct or indirect, or any relationship with us other than in connection with their professional engagement. Stockholder ratification of this appointment is not required. The Board has submitted this proposal to the Stockholders because it believes the Stockholders' views on the matter should be considered, and if the proposal is not approved, the Board may reconsider the appointment. Representatives of BDO USA, P.C. are expected to be present at the Annual Meeting.

  4. Recommendation of the Board

    Recommendation of the Board The Board unanimously recommends that Stockholders vote “FOR” the ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the 2025 fiscal year.

  5. INFORMATION CONCERNING MANAGEMENT

    INFORMATION CONCERNING MANAGEMENT

  6. Directors and Executive Officers

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

  7. Directors and Executive Officers

    | Name | Age* | Position | | Philip Horlock | 68 | President and Chief Executive Officer (“CEO”); Director | | Razvan Radulescu | 50 | Chief Financial Officer (“CFO”) | | Ted Scartz | 54 | Senior Vice President and General Counsel; Secretary | | Mark Blaufuss | 57 | Director | | Julie A. Fream | 61 | Director | | Douglas Grimm | 62 | Director, Chairman | | Edward T. Hightower | 59 | Director | | Simon J. Newman | 62 | Director | | Kevin Penn | 63 | Director | | Dan Thau | 34 | Director |

  8. Directors and Executive Officers

    *As of January 15, 2025. Class I Directors Edward T. Hightower has been a Class I director of the Company since October 23, 2024. Mr. Hightower is the founder and managing director of Motoring Ventures LLC, an investment, growth, strategy, and operations consulting firm focused on driving value in the global automotive industry, since 2011. Mr. Hightower previously served as CEO and President of Lordstown Motors Corp., an original equipment manufacturer (“OEM”) of electric vehicles (“EV”) for the commercial fleet market, from 2021 to 2024. In June 2023, Lordstown filed a petition under the federal bankruptcy laws; a reorganization plan was approved in March 2024. He led the operational turnaround of the company and the launch of its first vehicle, the Endurance all-electric full-size pickup truck. Lordstown was one of the few new light-duty EV OEMs to successfully develop, launch and deliver vehicles to customers. Mr. Hightower also served as CEO of the EV design and engineering joint venture between Lordstown and Foxconn, a Taiwanese electronics manufacturer. In addition, Mr. Hightower held senior engineering, marketing and business development roles at Ford Motor Company, BMW of North America and General Motors Company. Mr. Hightower also worked as a hands-on growth, strategy, operations and M&A consultant at AlixPartners, LLP. Mr. Hightower holds a B.S. degree in General Engineering from the University of Illinois Urbana-Champaign and an M.B.A. degree from the University of Michigan Ross School of Business. Mr. Hightower has been selected to serve on our board of directors based upon his extensive executive experience in the automotive 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 served as Chairman of the Board of Blue Bird Corporation from 2016 to August 2024 and is currently Chairman of the Board of Learning Care Group, Foundation Building Materials, NWN Carousel, Conair, Trace3 and SOLV 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. 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. From 2013 to 2024, Ms. Fream was 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 Company, Ford Motor Company, and TRW, Inc. Ms. Fream currently serves on the Board of Directors of Corewell Health and Shape Corporation, a privately held automotive supplier, 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. 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 moved into the role of Chairman in 2023. 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

  9. Directors and Executive Officers

    Douglas Grimm has been a Class III director of the Company since April 1, 2017, and was elected Chairman of the Board in August 2024. 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, Inc. 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 is currently our President and CEO. Mr. Horlock was reappointed President and CEO effective September 28, 2024, following the resignation of Mr. Britton Smith from the office of President. Prior to that date, Mr. Horlock served as CEO, beginning May 31, 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. 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. Mr. Thau currently serves as CFO of ACES, a leading provider of ABA therapy to individuals with autism spectrum disorder. He has been in that position since June 2024. Previously, Dan served as a Vice President of American Securities LLC, a private equity firm he joined in 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. Razvan Radulescu was appointed CFO 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 B.A. degree in Political Science from Wake Forest University and a J.D. degree from the University of Georgia. Newly-Appointed Executive and Director

  10. Directors and Executive Officers

    John Wyskiel, age 60, was appointed by the Board of Directors as President and CEO on January 22, 2025, effective February 17, 2025, and was also elected a Class I Director, effective February 17, 2025. Mr. Wyskiel is an automotive industry veteran who brings more than 35 years of experience in manufacturing leadership, operational excellence and global supply chain management to Blue Bird. Wyskiel returns to Blue Bird after a 20-year career at Magna International, where he most recently served as President of Magna Seating, from January 2020 to January 2025. In this role, he was responsible for leading a $6 billion business with 33,000 employees across 60 manufacturing facilities in 15 countries. Before then, Wyskiel served as General Manager of Blue Bird Coach in Canada, one of the largest manufacturers of Type A and Type C school buses, from 2002 to 2004. Prior to that, he held various senior manufacturing, operations, engineering, product management and sales roles at Dana Corporation and Borg Warner, both global automotive component suppliers. Mr. Wyskiel holds a CET Accreditation from Mohawk College of Applied Arts & Technology in Hamilton, Ontario. He is a graduate of the University of Michigan Business School Executive Development Program and of the Global Leadership Executive Fundamentals Program at ISEAD Business School in Paris, France.

  11. 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 with increased base salaries and other incentives for each of our executive officers, which were previously reported and filed with the SEC. 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 Amended and Restated 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. The Committee believes that these CIC programs are reasonable and appropriate as incentive and retention mechanisms for our management team and other key employees.

  12. 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.”

  13. 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 restricted stock units (“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.

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

    For fiscal 2024, the Compensation Committee established target bonuses for Mr. Horlock at 150% of his base salary, for Mr. Smith at 100% of his base salary, for Mr. Radulescu at 100% of his base salary, and for Mr. Scartz at 50% of his base salary. For fiscal 2023, the Compensation Committee established target bonuses for Mr. Horlock at 150% (prorated for six months’ service) of his base salary, for Mr. Smith at 50% of his base salary, for Mr. Radulescu at 75% of his base salary, and for Mr. Scartz at 50% of his base salary (prior to the 2023 officer appointments of Mr. Horlock and Mr. Smith). These targets also applied for fiscal 2022 (with Mr. Horlock entitled to a pro rata bonus based on his period of service at 150% of his base salary). The bonus amounts are prorated based on actual service during the fiscal year.

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

    | MIP Adjusted EBITDA (100% of Award) | | | Actual Adjusted EBITDA ($Mils) | Percent of Target Bonus | | $80.0* | 50.0% | | $110.0 | 100.0% | | $115.0 | 150.0% | | $120.0 | 200.0%** |

  16. 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%** |

  17. 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%** |

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

    ** The award is capped at 200%. After the financial results for the preceding fiscal year are available, the Compensation Committee meets 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 adjust 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. Based on fiscal 2024 financial results, the maximum 200% MIP payout was achieved; however, pursuant to the Compensation Committee’s discretionary authority, the Committee approved the payout at up to 225% for - eligible participants still employed with the Company. During fiscal 2023, 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 financial results, no cash awards were made under the fiscal 2022 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. Historically, we used a mix of stock options and RSUs in order to accomplish the performance and retention objectives of our long-term incentive program. Beginning in fiscal 2024, all equity awards consist solely of RSUs. 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 2022, 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; 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. 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 programs. Beginning in fiscal 2024, all equity awards were issued as RSUs, and as in past years are based on the attainment of the performance criteria under the MIP and vest over three years. The mix of stock options and RSUs has varied 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. In fiscal 2022 and 2023, Mr. Radulescu received 25% of his equity awards in the form of non-qualified stock options and 75% of his 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. Horlock received no equity award in fiscal 2022; in fiscal 2023, Mr. Horlock received equity awards valued at $1,991,991. 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 would vest in four equal annual tranches commencing on July 1, 2022, subject to his continued employment. Mr. Smith resigned effective September 28, 2024, and therefore forfeited the remaining unvested portion of this equity award. See “Executive 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. See “Executive Employment Agreements and Other Arrangements with Named Executive Officers” contained in this Proxy Statement. Stock Options. Historically, including in fiscal years 2022 and 2023, stock options have been 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.

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

    Timing of Option Awards. The Committee does not have a formal policy on the timing of stock option awards in relation to the disclosure of material nonpublic information; however, the Committee would take into account material nonpublic information when determining the timing and terms of such an award to avoid an inappropriate impact on the value of the award. The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive 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 stock units 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 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 100% since the Company achieved the maximum performance criteria. The Committee determined at its meeting in November 2024 to vest the applicable tranches of the fiscal 2022, 2023 and 2024 LTI awards subject to performance targets at 100% since the Company achieved the maximum performance criteria. See the “Summary Compensation Table” for additional information on the dollar value of these awards.

  20. Effect of Post-Termination Events

    Effect of Post-Termination Events The Company has or had 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 “Executive 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.

  21. Fiscal 2025 Compensation Program

    Fiscal 2025 Compensation Program For fiscal 2025, the Compensation Committee has approved the MIP (the “fiscal 2025 MIP”) with the performance formula tied to Adjusted EBITDA only, including a 50% payout if the minimum EBITDA amount is achieved, 150% payout for achievement of the target EBITDA amount, and a cap of 200% for achievement of the aspirational target; provided, that the incoming CEO will receive 100% payout for achievement of the target EBITDA. The fiscal 2025 LTI award program is similar in design to the fiscal 2024 program; provided that the award for achievement of the target EBITDA will be 150% of target LTI for participating employees. The incremental 50% (i.e., the increase from 100% to 150%) will be in performance units; therefore, the minimum retention percentage (i.e., the time-vested award) decreases from 50% to 33.3% of the total awards. All new equity awards will be granted in RSUs and no stock options will be issued. The incoming CEO’s LTI participation is outlined in the section below titled “Executive Employment Agreements and Other Arrangements with Named Executive Officers.”

  22. FISCAL 2024 DIRECTOR COMPENSATION

    FISCAL 2024 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 2024. 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.

  23. FISCAL 2024 DIRECTOR COMPENSATION

    | Fiscal 2024 Director Compensation Table | | | | | | Name | Fees earned or paid in cash | Stock Awards($)1 | All Other Compensation | Total($) | | Gurminder S. Bedi2 | $81,250 | — | — | $81,250 | | Mark Blaufuss | $90,000 | $74,995 | — | $164,995 | | Julie Fream3 | $75,000 | $99,981 | — | $174,981 | | Adam Gray4 | $25,000 | — | — | $25,000 | | Douglas Grimm, Chairman5 | $112,188 | $74,995 | — | $187,183 | | Edward T. Hightower6 | — | — | — | — | | Philip Horlock7 | — | — | — | — | | Simon J. Newman | $75,000 | $74,995 | — | $149,995 | | Kevin Penn8, 9 | $155,312 | — | $100,000 | $255,312 | | Dan Thau8 | $75,000 | — | $75,000 | $150,000 |

  24. FISCAL 2024 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 November 25, 2024, for the relevant assumptions used to determine the valuation of our equity awards. (2)Mr. Bedi resigned from our Board on June 26, 2024; accordingly, his compensation was based upon the pro rata time that he served as a director, including not vesting in the cash award he was issued in conjunction with the annual grant to directors effective April 1, 2024. Mr. Bedi's fees paid in cash include $25,000 in director fees that the Board elected to suspend for the period July 1, 2022 through December 31, 2022 to help preserve the Company's cash and liquidity positions that the Board elected to pay in fiscal year 2024. (3)Ms. Fream joined the Board on October 19, 2023; accordingly, she was eligible for the full director compensation during fiscal year 2024, including being eligible for RSU awards in conjunction with the annual grant to directors effective April 1, 2024. Additionally, upon joining the Board, she was awarded RSU's having a fair value of $24,986, included in "Stock Awards," that vested effective April 1, 2024. (4)Mr. Gray resigned from our Board on October 19, 2023; accordingly, he was not eligible for compensation as a director during fiscal year 2024. However, Mr. Gray's fees paid in cash include $25,000 in director fees that the Board elected to suspend for the period July 1, 2022 through December 31, 2022 to help preserve the Company's cash and liquidity positions that the Board elected to pay in fiscal year 2024. All director compensation payable to Mr. Gray was assigned by him to Coliseum Capital Partners, L.P., pursuant to an agreement. (5)Mr. Grimm's fees paid in cash include $25,000 in director fees that the Board elected to suspend for the period July 1, 2022 through December 31, 2022 to help preserve the Company's cash and liquidity positions that the Board elected to pay in fiscal year 2024. (6)Mr. Hightower joined the Board on October 23, 2024; accordingly, he was not eligible for compensation as a director during fiscal year 2024. (7)Mr. Horlock received no director compensation during fiscal year 2024 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)Through June 29, 2024, all director compensation payable to Messrs. Penn and Thau was 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,” payable in the identical manner as the settlement of RSUs awarded to other Board members, described below. Following American Securities, LLC’s divestment from the Company, Messrs. Penn and Thau began being compensated in the same manner as other Board members effective June 30, 2024. (9)Mr. Penn's fees paid in cash include $40,000 in director fees that the Board elected to suspend for the period July 1, 2022 through December 31, 2022 to help preserve the Company's cash and liquidity positions that the Board elected to pay in fiscal year 2024. Except for Messrs. Penn and Thau (see footnote 8 above), each of our independent directors receives 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 awarded prior to implementation of the “Stock Ownership Guidelines” for fiscal 2025 is the earlier of the date when the director’s service terminates, or consummation of a change in control of the Company. Beginning in fiscal 2025, RSUs awarded for regular service on the board will settle on the vesting date. Effective in fiscal 2024, our directors, excluding the Chairman, received a quarterly cash payment of $18,750 for service as a director ($75,000 annually). Committee chairs receive an additional annual $7,500 fee, except the Audit Committee Chair, who receives an additional annual $15,000 fee reflecting his incremental responsibilities and workload. Effective October 1, 2024, the Chairman of the Board will receive a quarterly cash payment of $34,375 ($137,500 annually) reflecting his incremental responsibilities and workload. Prior to such date, the quarterly cash payment to the Chairman was $28,125 ($112,500 annually). 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. On January 20, 2025, the Compensation Committee approved a special RSU award to Douglas Grimm as bonus compensation commensurate with his election as Chairman equal to 1,000 RSUs to be awarded at a future date in fiscal 2025. At the same time the Compensation Committee adjusted the cash award for the Chairman to $137,500, effective beginning the second half of fourth quarter fiscal 2024. Mr. Grimm will be retroactively compensated for quarters in which he received the prior Chairman’s cash compensation. In September 2024, Mr. Grimm’s and Mr. Penn’s quarterly cash compensation was paid pro-rata to reflect each director’s respective partial service as Chairman of the Board during the fourth quarter of fiscal 2024.

  25. 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 2024, fiscal year 2023 and fiscal year 2022:

  26. 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, | 2024 | 1,000,000 | 1,501,500 | 583,350 | — | 1,500,000 | — | 198,935 | 4,783,785 | | Director, President and | 2023 | 378,846 | — | 1,991,991 | — | 1,500,000 | — | 585,324 | 4,456,161 | | Chief Executive | 2022 | 200,000 | — | — | — | — | — | 456,020 | 656,020 | | Officer(4) | | | | | | | | | | | Britton Smith, | 2024 | 511,250 | 219,500 | — | — | 247,430 | — | 120,254 | 1,098,434 | | President(5) | 2023 | 357,500 | — | 1,134,975 | 39,583 | 322,430 | — | 234,262 | 2,088,750 | | | 2022 | — | — | — | — | — | — | — | — | | Razvan Radulescu, | 2024 | 511,250 | 86,250 | 525,106 | 128,226 | 572,063 | — | 240,207 | 2,063,102 | | Chief | 2023 | 479,375 | — | 1,293,513 | 69,547 | 740,813 | — | 15,383 | 2,598,631 | | Financial | 2022 | 433,125 | 100,000 | 219,656 | 29,878 | — | — | 203,355 | 986,014 | | Officer(6) | | | | | | | | | | | Ted Scartz, | 2024 | 357,875 | 1,500 | 164,644 | 69,430 | 313,320 | — | 75,686 | 982,455 | | SVP and General | 2023 | 309,125 | — | 795,007 | 37,601 | 384,640 | — | 73,858 | 1,600,231 | | Counsel(7 | 2022 | 105,231 | 75,000 | 71,245 | — | — | — | 30,118 | 281,594 |

  27. 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 Messrs. 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 November 25, 2024 for the relevant assumptions used to determine the valuation of our equity awards. For fiscal 2024, the stock 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”)”. 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%), 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%), 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. In fiscal 2022, 100% 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 six 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. 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). Mr. Smith resigned from the Company effective September 28, 2024; accordingly, all of his unvested stock and option awards that were granted in fiscal 2024 were forfeited upon his resignation. (6) 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). (7) 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: $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; $2,027 (2024), $115 (2023), and $3,619 (2022) for premiums for disability and life insurance paid by us for Mr. Horlock’s benefit; $180,000 (2024) and $60,000 (2023) as travel allowances; $0 (2024) and $125,209 (2023) for corporate housing and/or relocation expenses; $16,908 (2024) and $2,400 (2022) 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; and (2024) $1,500,000 as a signing bonus for his employment contract executed in January 2024, plus $1,500 as a Company-wide holiday bonus in December 2023. •For Mr. Smith: 7,167 (2024) and $4,258 (2023) for premiums for disability and life insurance paid by us for Mr. Smith’s benefit; $41,537 (2024) and $206,304 (2023) for relocation and corporate housing expenses; $60,000 (2024) and $15,000 (2023) as travel allowances; and $11,550 (2024) 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; and (2024) $218,000 as a signing bonus for his employment contract executed in January 2024, plus $1,500 as a Company-wide holiday bonus in December 2023. •For Mr. Radulescu: $6,909 (2024), $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; $222,948 (2024), $250 (2023), and $198,194 (2022) for relocation and corporate housing and expenses; $10,350 (2024), $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; and (2024) $84,750 as a signing bonus for his employment contract executed in January 2024, plus $1,500 as a Company-wide holiday bonus in December 2023. •For Mr. Scartz: $8,278 (2024), $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; $56,673 (2024), $63,186 (2023) and $29,456 (2022) for relocation and corporate housing expenses; and $10,736 (2024) and $6,900 (2023) as a contribution by us to Blue Bird’s 401(k) plan on behalf of Mr. Scartz to match a pre-tax deferral contribution 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); and (2024) $1,500 as a Company-wide holiday bonus in December 2023.

  28. 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 “Executive Employment Agreements and Other Arrangements with Named Executive Officers” and “Change in Control Plan.” 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, which was September 27, 2024. Philip Horlock. Based upon his employment agreement with the Company, upon termination without cause, Mr. Horlock would be entitled to any unpaid salary through the date of termination and any unreimbursed expenses through the date of termination. 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) - $1,500,000 up to a maximum of $3,000,000; and accelerated vesting of all unvested shares - $7,749,965 (consisting of 159,958 RSUs). Britton Smith. Based upon his severance agreements with the Company, Mr. Smith is entitled to receive aggregate severance benefits, subject to certain conditions, as follows: Total Salary Payments - $515,000; COBRA reimbursement - $26,310 at $2,193 per month for 12 months (estimated); earned bonus under the MIP for fiscal 2024 - $322,430; vesting of earned equity awards for fiscal 2024 - $49,641 (consisting of 1,012 RSUs vested and 3,115 options vested). Mr. Smith is not eligible to receive any compensation in the event of a change in control of the Company. 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 - $515,000; COBRA reimbursement - $46,416 at $3,868 per month for 12 months (estimated); earned bonus under the MIP for fiscal 2024 - $1,030,000; vesting of earned equity awards for fiscal 2024 - $642,880 (consisting of 9,388 RSUs vested and 5,667 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 - $1,030,000 (if terminated without cause); MIP-based payment range (based on target of 100% of base salary) - $515,000 up to a maximum of $1,030,000; and accelerated vesting of all unvested shares - $4,937,453 (consisting of 88,925 RSUs and 18,342 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 - $360,500; COBRA reimbursement - $9,162 at $764 per month for 12 months (estimated); earned bonus under the MIP for fiscal 2024 - $360,500; vesting of earned equity awards for fiscal 2024 - $218,885 (consisting of 2,313 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 - $721,000 (if terminated without cause); MIP-based payment range (based on target of 50% of base salary) - $360,500 up to a maximum of $721,000; and accelerated vesting of all unvested shares - $2,572,137(consisting of 44,271 RSUs and 11,834 options).

  29. 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 28, 2024, under any plan.

  30. Grants of Plan-Based Awards Table

    | GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024 | | | | | | | | | | | | | 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) | | Philip Horlock | | | | | | | | | | | | | MIP | | 750,000 | 1,500,000 | 3,000,000 | | | | | | | | | Options | | | | | | | | | | | | | RSUs | | | | | 13,516(3) — | | | — 13,516(3) | | | 291,675 291,675 | | Britton Smith | | | | | | | | | | | | | MIP | | 257,500 | 515,000 | 1,030,000 | | | | | | | | | Options | | | | | | | | | | | | | RSUs | | | | | | | | | | | | | Razvan Radulescu | | | | | | | | | | | | | MIP | | 257,500 | 515,000 | 1,030,000 | | | | | | | | | Options | | | | | 2,163(1) — 3,504(1) — | | | | — 2,165(1) — 3,504(1) | 20.00 20.00 12.35 12.35 | 30,892 15,116 59,781 22,437 | | RSUs | | | | | 2,110(1) — 3,416(1) — 3,862(3) — — | | | — 2,111(1) — 3,416(1) — 3,862(3) 8,437(2) | | | 50,830 36,647 82,291 42,188 83,342 83,342 146,466 | | Ted Scartz | | | | | | | | | | | | | MIP | | 90,125 | 180,250 | 360,500 | | | | | | | | | Options | | | | | 2,959(1) — | | | | — 2,959(1) | 12.35 12.35 | 50,483 18,947 | | RSUs | | | | | 961(1) — 1,352(3) — — | | | — 962(1) — 1,352(3) 4,713(2) | | | 23,150 11,881 29,176 29,176 71,261 | | (1) All awards were granted on December 11, 2023. (2) All awards were granted on July 1, 2024. (3) All awards were granted on December 9, 2023. | | | | | | | | | | | |

  31. 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.

  32. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    Outstanding Equity Awards at 2024 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 28, 2024.

  33. Outstanding Equity Awards at 2024 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 | 14,875 58,106 48,727 | | | 18.10 16.99 20.26 | 12/31/2026 12/31/2026 12/31/2026 | 78,864(5) | 3,820,961 | 81,094(3) | 3,929,004 | | Britton Smith | | | | | | | | | | | Razvan Radulescu | | | 4,328(1) 14,014(2) | 20.00 12.35 | 12/11/2031 12/12/3032 | 8,438(4) 39,432(5) | 408,821 1,910,480 | 4,221(1) 13,664(2) 23,170(3) | 204,507 662,021 1,122,587 | | Ted Scartz | 2,959(2) | | 11,834(2) | 12.35 | 12/12/3032 | 4,713(4) 27,603(5) | 228,345 1,337,365 | 3,846(2) 8,109(3) | 186,339 392,881 |

  34. Outstanding Equity Awards at 2024 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 three-year period, on December 7, 2024, December 6, 2025 and December 5, 2026, assuming annual performance criteria have been met, in whole or in part. (4)The original awards vest over a four-year period, on July 1, 2022, 2023, 2024 and 2025. (5)The original awards vest on July 1, 2025.

  35. 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 28, 2024, for each of the Named Executive Officers on an aggregated basis:

  36. 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) | | Philip Horlock | 48,239 59,752 | 1,553,384 1,958,037 | | | | Britton Smith | 6,228 | 131,688 | 4,723 3,750 | 103,009 190,838 | | Razvan Radulescu | 15,662 | 217,920 | 11,051 8,437 | 241,022 400,251 | | Ted Scartz | 2,959 | 105,340 | 1,923 4,712 | 41,941 239,794 |

  37. 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 compensation of Philip Horlock, who served as our CEO during fiscal 2024. The median fiscal year 2024 (ended September 28, 2024) annual total compensation of all employees of the Company (other than our CEO) was $50,299, and the fiscal year 2024 annual total compensation of our CEO was $4,783,785. Based on this information, for fiscal 2024, the ratio of the annual total compensation of our CEO to the median annual total compensation of all employees was 95:1. We identified our median employee based on the fiscal 2024 total gross earnings for all employees, excluding our CEO, who were employed by us on September 28, 2024. 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 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.

  38. 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 four fiscal years ended September 28, 2024.

  39. 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 (%) | | 2024 | 4,783,785 | 7,647,349 | — | — | 1,381,330 | 2,385,004 | 402 | 154 | 13.6 | 7.8 | | 2023 | 4,456,161 | 4,139,913 | 455,711 | 330,461 | 2,095,871 | 2,168,706 | 177 | 128 | 7.8 | 2.1 | | 2022 | 656,020 | 292,271 | 843,122 | 845,522 | 468,660 | 448,423 | 69 | 96 | (1.8) | (5.7) | | 2021 | 5,424,963 | 4,269,320 | — | — | 704,281 | 624,424 | 177 | 147 | 5.1 | — |

  40. Pay Versus Performance Disclosure

    | PEO | 2024 | 2023 | | 2022 | | 2021 | | | Horlock | Horlock | Stevenson | Horlock | Stevenson | Horlock | | Summary compensation table (SCT) total for CEO | 4,783,785 | 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 | (583,350) | (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 | 1,309,700 | 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 | 2,137,214 | — | — | — | — | — | | + 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 | 7,647,349 | 4,139,913 | 330,461 | 292,271 | 845,522 | 4,269,320 |

  41. Pay Versus Performance Disclosure

    | Non PEO NEOs | 2024 | 2023 | 2022 | 2021 | | | Avg. Other NEOs | Avg. Other NEOs | Avg. Other NEOs | Avg. Other NEOs | | Summary compensation table (SCT) total for other NEOs | 1,381,330 | 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 | (295,802) | (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 | 811,967 | 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 | 605,549 | — | — | — | | + 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 | 162,572 | 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 | (280,612) | — | — | — | | Compensation Actually Paid to Non-PEO NEOs | 2,385,004 | 2,168,706 | 448,423 | 624,424 |

  42. Pay Versus Performance Disclosure

    Non-CEO Named Executive Officers consisted of the following: Britton Smith, Razvan Radulescu, and Ted Scartz (2024 and 2023); Razvan Radulescu, Ted Scartz, and Paul Yousif (2022); and Tom Roberts, Trey Jenkins, and Paul Yousif (2021).