Dan Thau
About Dan Thau
Independent Class III director of Blue Bird Corporation since May 19, 2023; age 34. Currently CFO of ACES (ABA therapy provider) since June 2024; previously Vice President at American Securities LLC (joined 2015) and analyst at Goldman Sachs (Financial Institutions Group, New York; Israel Group, Tel Aviv). Education: B.S. in Economics, Wharton; M.B.A., Harvard Business School. Independence affirmed by the Board; Class III term expires at the 2026 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ACES | Chief Financial Officer | Since June 2024 | Finance executive; no BLBD committee role attached to ACES |
| American Securities LLC | Vice President | 2015–2024 (prior to ACES) | PE investing background; interlock context at BLBD with Kevin Penn |
| Goldman Sachs | Analyst (FIG, Israel Group) | Prior to 2015 | Capital markets/financial institutions experience |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| ACES | CFO | No (not disclosed as public) | Healthcare services; unrelated to school bus manufacturing |
| American Securities LLC | Vice President (former) | No | PE firm previously >5% BLBD holder via ASP BB Holdings LLC |
Board Governance
- Independence: Board determined all directors except CEO Philip Horlock are independent; Thau is independent.
- Committees: Member, Audit Committee (with Blaufuss—Chair, and Hightower); Audit met 5 times in FY2024.
- Attendance: All directors attended 75%+ of Board and applicable committee meetings in FY2024; all directors attended the 2024 Annual Meeting (in-person or teleconference).
- Leadership: No lead independent director; Chairman is Douglas Grimm; CEO and Chair roles are separated.
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard for directors effective FY2024; paid quarterly |
| Committee chair fees | $0 | Thau is not a chair; Audit Chair receives $15,000; other chairs $7,500 |
| Meeting fees | $0 | Not disclosed/none |
| RSU equity grant | — | Thau received no FY2024 stock awards; policy provides $75,000 RSUs for directors and $100,000 for Chairman effective April 1 annually |
| All Other Compensation | $75,000 | Cash paid in lieu of stock award; assigned to American Securities through June 29, 2024 |
| Total FY2024 | $150,000 | Sum of cash and other compensation |
- Compensation transition: Following American Securities’ divestment, Penn and Thau began being compensated like other directors effective June 30, 2024 (i.e., eligible for RSUs going forward).
Performance Compensation
| Element | Structure | Vesting | Notes |
|---|---|---|---|
| Director RSU program | $75,000 grant value (Chair: $100,000) | 12 months; settles on vest date beginning FY2025 | RSUs granted April 1; Thau had no RSU award recorded for FY2024 |
| Performance metrics | N/A for directors | N/A | Director equity not tied to operating metrics; time-based vesting |
Beginning FY2025, director RSUs settle on the vesting date; prior awards settled at service termination or change-in-control.
Other Directorships & Interlocks
| Relationship | Details | Potential Conflict Considerations |
|---|---|---|
| American Securities (ASP BB Holdings LLC) | BLBD paid $3.2M offering expenses for ASP BB in two secondary offerings (Dec 2023, Feb 2024); Penn and Thau disclaim any direct or indirect material interest. | Historical related-party exposure via major shareholder; Board disclosed and directors disclaimed interest. |
| LightSource Labs (Spencer Penn, son of Kevin Penn) | 3-year software license: $167,230; Audit Committee reviewed arms-length analysis and approved. | Family-related transaction reviewed by Audit Committee; mitigated via pre-approval and benchmarking. |
| Compensation assignment | Through June 29, 2024, Penn and Thau assigned director compensation to American Securities; post-divestment, compensated like peers. | Alignment improves post-divestment; earlier assignment reflects PE sponsorship era. |
Expertise & Qualifications
- Finance and investing background (American Securities), operating finance as ACES CFO; relevant to Audit oversight though not designated “financial expert” (Blaufuss is the Audit Committee financial expert).
- Education: Wharton B.S. (Economics); Harvard Business School M.B.A.
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| Dan Thau | 700 | <1% | As of record date Jan 15, 2025; 32,111,078 shares outstanding |
| Ownership guidelines | 2x director cash retainer ($150,000) | — | Satisfied with vested/unvested RSUs/options; director-level guideline implemented beginning FY2025 |
- Hedging/pledging: Company prohibits hedging and pledging of Company stock by directors and executives; insider trading policy restricts short sales and options trading and sets blackout windows.
Governance Assessment
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Committee contribution: Audit Committee membership places Thau in financial reporting, ERM, cybersecurity, and ESG oversight; committee met 5 times in FY2024, supporting board risk oversight.
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Independence & attendance: Independent status; board-wide attendance ≥75% and annual meeting participation support engagement.
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Alignment signals: Post-June 2024 shift to standard director RSU program improves equity alignment; prior cash-in-lieu arrangement was tied to American Securities assignment.
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RED FLAGS:
- Section 16 compliance: One late Form 3 filing for Thau (and separate lateness for another director); modest process lapse but disclosed.
- Related-party proximity: Historic American Securities sponsorship and compensation assignment; secondary offering expense payments and LightSource transaction create perception risk, mitigated via audit committee review and director disclaimers.
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Ownership: 700 shares beneficially owned; guideline compliance not individually disclosed (guidelines allow counting unvested RSUs/options), but FY2024 records show no RSUs for Thau that year.
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Board structure: No lead independent director; separate Chair/CEO roles partially offset. Independent directors hold regular sessions.
Overall: Thau’s PE and finance background supports Audit work; independence and attendance are positive. Legacy interlocks with American Securities present optics to monitor, though formal related-party processes and divestment reduce ongoing conflict risk. Strengthen alignment by visible progress toward new ownership guidelines and continued timely Section 16 compliance.
Insider Filings and Notes
| Item | Detail | Date/Period |
|---|---|---|
| Late Form 3 | Initial Statement of Beneficial Ownership filed late | FY2024 disclosure |
Notes on Director Compensation Structure (Context)
| Policy Element | FY2024 | FY2025 Change | Citation |
|---|---|---|---|
| Cash retainer | $75,000 for directors; Chairman $112,500 (raised to $137,500 effective late FY2024) | Chairman RSU special award of 1,000 RSUs approved Jan 20, 2025 | |
| Annual RSU grant | $75,000 directors; $100,000 Chairman (granted Apr 1, vests Apr 1 next year) | RSUs settle on vesting date starting FY2025 | |
| Ownership guidelines | New requirement: 2x cash retainer for directors ($150,000) | Applies to directors and executives; can include vested/unvested holdings |