Douglas Grimm
About Douglas Grimm
Douglas Grimm (age 62) is an independent Class III director at Blue Bird and serves as Chairman of the Board since August 2024; he has served on the Board since April 1, 2017. He holds a B.A. in Economics & Management from Hiram College and an MBA from the University of Detroit; his career spans senior operating roles across automotive suppliers including Metaldyne, Grede/Citation, Visteon, Dana, and Chrysler . The Board has determined Grimm is independent under Nasdaq standards; independent directors meet regularly in executive session .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Metaldyne Performance Group, Inc. | President & Chief Operating Officer | Dec 2015 – Apr 2017 | Led operations at NYSE-listed auto supplier |
| Grede Holdings LLC / Citation Corporation | Chairman, President & CEO | Since Jan 2008 | Led merged foundry/forging businesses |
| Grede/HHI/Metaldyne merger | Co-President | Starting Aug 2014 | Integrated three established suppliers |
| Visteon Corporation | Vice President – Global Ford, Materials Mgmt, Powertrain Electronics & Fuel Ops | 2006 – 2008 | Managed global OEM account/materials management |
| Metaldyne LLC | Vice President roles (Commercial Ops; GM Forging/Casting; Global Purchasing/Quality) | ~2001 – 2006 | Multi-faceted executive roles |
| Dana Corporation | Vice President – Global Strategic Sourcing | Pre-2001 | Led global sourcing |
| Chrysler Corporation | Progressive management roles | ~10 years | Operations/management experience |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Electrical Components International, Inc. | Chairman of the Board | Current |
| Pangea Corporation | Director | Current |
| Lumileds | Board Member | As of Aug 2024 press release |
No related-person transactions were disclosed involving Grimm; 2024 related-party approvals involved entities connected to another director (Kevin Penn’s family), reviewed and approved by the Audit Committee .
Board Governance
- Chairman of the Board; CEO and Chair roles are separated (Horlock as CEO, Grimm as Chairman). The Board does not have a lead independent director .
- Compensation Committee member (Chair: Kevin Penn; Members: Penn, Grimm, Newman). Committee met 5 times in FY2024 and issued the CD&A report .
- Corporate Governance & Nominating Committee member (Chair: Julie Fream; Members: Fream, Grimm, Penn). Committee met 5 times in FY2024 and led an independent board evaluation via Nasdaq Board Advisory Services .
- Audit Committee currently comprises Blaufuss (Chair), Hightower, Thau; Grimm is not currently a member .
- Attendance: All directors attended at least 75% of Board and committee meetings in FY2024; all directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | FY2024 Amount | Timing/Terms | Notes |
|---|---|---|---|
| Chairman cash retainer | $112,188 | Quarterly payments; increased to $137,500 annually effective Oct 1, 2024 | Pro-rata adjustments in Sept 2024 for chair transition; new annual rate $137,500 |
| Director RSU grant (annual) | $74,995 (grant-date fair value) | Granted Apr 1, 2024; vest Apr 1, 2025 | FY2024 policy: $75,000 RSUs for directors; $100,000 for Chairman, granted Apr 1, vest next year |
| Committee chair fees | $7,500 (Comp & Nominating Chairs); $15,000 (Audit Chair) | Annual | Role-based fees at committee level |
Beginning in fiscal 2025, director RSUs settle on vesting date; previously settlement occurred at service termination or change in control .
Performance Compensation
| Equity Award | Grant Date | Units/Value | Vesting/Performance | Notes |
|---|---|---|---|---|
| Annual director RSUs (FY2024) | Apr 1, 2024 | $74,995 fair value | Time-based; vest Apr 1, 2025 | Standard director grant; Chairman policy set to $100,000 for FY2024 annual award |
| Special RSU award (Chairman bonus) | Approved Jan 20, 2025 | 1,000 RSUs | Time-based; grant date to be determined | Approved to recognize election as Chairman; to be awarded during FY2025 |
Directors do not receive options or non-equity incentive plan compensation; equity is primarily time-based RSUs, not performance-conditioned .
Other Directorships & Interlocks
| Company | Relationship to BLBD | Potential Conflict/Interlock |
|---|---|---|
| Electrical Components International, Inc. (ECI) | Supplier space (wiring/components) | No BLBD related-person transactions disclosed with ECI |
| Pangea Corporation | Auto interiors manufacturer | No BLBD related-person transactions disclosed |
| Lumileds | Lighting components | Press release identifies role; no transactions disclosed |
The only FY2024 related-person transactions disclosed involved LightSource Labs (CEO is son of director Kevin Penn), approved by Audit Committee after arm’s-length review; none involved Grimm .
Expertise & Qualifications
- Automotive supply chain/operator: Senior leadership across casting/forging, electronics, sourcing, and commercial operations in major suppliers (Metaldyne, Grede/Citation, Visteon, Dana) .
- Governance/board leadership: Current Chairman of BLBD; chairs ECI’s board; service on multiple boards (Pangea, Lumileds) .
- Education: B.A. Economics & Management (Hiram College); MBA (University of Detroit) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Douglas Grimm | 20,850 | <1% | Beneficial ownership as of Jan 15, 2025; options not noted for Grimm; directors collectively held 32,035 director RSUs vesting Apr 1, 2025 |
Insider trading policy prohibits short sales, public options trading, and hedging transactions by directors/officers/employees; establishes blackout windows and 10b5-1 plan requirements . Stock ownership guidelines adopted for FY2025 require directors to hold equity valued at 2x the base annual cash retainer ($150,000) .
Governance Assessment
- Independence and leadership: Independent Chairman with CEO/Chair separation—positive for oversight; Board affirms independence for all directors except the CEO .
- Engagement: Committee participation across Compensation and Nominating; documented meeting attendance ≥75% and full annual meeting participation .
- Pay alignment: Director pay is standard market structure (cash retainer plus time-based RSUs). Special 1,000 RSU grant approved in Jan 2025 to recognize chair responsibilities; Chairman cash retainer increased to $137,500 annually—monitor pay escalation versus governance best practices .
- Skin-in-the-game: Beneficial ownership is modest (<1%); however, newly adopted director ownership guidelines (2x retainer) should strengthen alignment upon compliance; compliance status not disclosed .
- Conflicts: No related-person transactions disclosed involving Grimm; Board’s related-party policy requires Audit Committee approval and director recusal; disclosed 2024 transactions involved another director’s family member and were reviewed and approved .
- Policies and controls: Robust insider trading and hedging prohibitions, indemnification agreements for directors, and a Dodd-Frank compliant clawback policy adopted in May 2023 (applies to executive incentive comp) .
- Shareholder sentiment: Prior say-on-pay votes approved; say-on-frequency set to every three years (next in 2026) .
Signals to investors: Independent Chair with broad operator background supports board effectiveness; monitored pay enhancements (chair retainer and special RSUs) and modest personal ownership underscore the importance of ownership guideline enforcement and transparent rationale for incremental equity grants .