Jeff Sanfrey
About Jeff Sanfrey
Jeff Sanfrey, age 53, is Blue Bird’s Chief Operating Officer with responsibility for Manufacturing, Material Planning, Logistics, Quality, and Lean Transformation. He joined Blue Bird in 2007, previously serving in engineering and operations roles and was elevated to “executive officer” status in October 2025; his COO title dates to February 2024. He holds a B.S. in Chemical Engineering (Highest Honors) from Ohio University and an M.S. in Industrial Administration from Purdue University, with 30+ years of manufacturing/quality/engineering experience. Company performance context: Blue Bird reported a 19% increase in net sales and almost $82 million higher net income in fiscal 2024; executive incentive design emphasizes Adjusted EBITDA as the key metric, linking pay to operating results .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Blue Bird Corporation | Engineering and Operations Officer | Dec 2022 – Feb 2024 | Led engineering/operations; responsibilities included quality and lean transformation |
| Blue Bird Corporation | Chief Operating Officer | Feb 2024 – present | Oversight of manufacturing, materials, logistics, quality, lean; role evolved to SEC “executive officer” in Oct 2025 |
| Visteon | Operations management roles | Not disclosed | Various management roles of increasing responsibility in operations |
| Navistar | Operations management roles | Not disclosed | Various management roles of increasing responsibility in operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external board roles or public company directorships disclosed in cited filings |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base Salary | $416,000 | Annual base salary |
| Target Annual Bonus (MIP) | 65% of base salary | Based on company performance under MIP |
Performance Compensation
Annual Management Incentive Plan (MIP)
| Metric | Weighting | Target/Scale | Actual/Payout Mechanics | Notes |
|---|---|---|---|---|
| Adjusted EBITDA (company-level) | 70% financial metrics / 30% individual performance | Fiscal 2024 scale: $80M=50%, $110M=100%, $115M=150%, $120M=200% of target bonus | Fiscal 2024 achieved maximum; Committee used discretion to pay up to 225% for eligible participants | MIP formula tied 100% to Adjusted EBITDA in FY22–FY24; FY25 MIP remains EBITDA-only with 50%/150%/200% payouts |
| Individual Performance | 30% of MIP | Company program-defined goals | Committee discretion applies | Applies to all executive officers |
Long-Term Incentive Plan (LTIP)
| Instrument | Target Value | Performance Design | Vesting | Notes |
|---|---|---|---|---|
| RSUs (time- and performance-based) | 50% of base salary (target); payout 150% of target upon achievement of AOP targets | Approximately 1/3 time-vested RSUs; ~2/3 performance-based RSUs tied to annual operating plan targets | Historically vests annually over three years; subject to forfeiture up to 50% for performance miss; FY25 performance design increases performance unit share to target 150% | FY24 onward: all equity awards in RSUs; no options issued prospectively; LTIP awards granted Nov/Dec for ensuing year |
Detailed Vesting Schedules (from Form 3 footnotes)
| Grant Type | Quantity | Vest Dates | Conditions |
|---|---|---|---|
| RSUs | 843 | Dec 12, 2025 | Time vesting |
| RSUs | 2,311 | Dec 6, 2025; Dec 5, 2026 (two equal installments) | Time vesting; some footnotes reference performance adjustment linkage |
| RSUs | 2,373 | Dec 2, 2025; Dec 1, 2026; Nov 30, 2027 (three equal installments) | Time vesting |
| RSUs | 844 | Dec 12, 2025 | Time vesting |
| RSUs | 4,818 | Dec 2, 2025; Dec 1, 2026; Nov 30, 2027 (three equal installments) | Subject to downward adjustment based on actual fiscal MIP payout percentages |
| Stock Options | 5,192 | First exercisable Dec 12, 2025; expiration Dec 12, 2032 | Exercise price $12.35; standard option terms |
Equity Ownership & Alignment
| Item | Amount/Detail | Notes |
|---|---|---|
| Total Beneficial Ownership (Common) | 30,836 shares (Direct) | As reported on Form 3 (initial statement as executive officer) |
| Derivative Holdings | 5,192 options @ $12.35, exercisable starting Dec 12, 2025; expire Dec 12, 2032 | Table II, Form 3 |
| Unvested RSUs Outstanding | 13,500 RSUs across tranches listed above | Includes time- and performance-based components |
| Ownership as % of Shares Outstanding | ~0.096% | 30,836 / 32,111,078 shares outstanding on Jan 15, 2025; outstanding share count from proxy |
| Hedging/Pledging | Prohibited by insider trading policy | Short sales, hedging, pledging, and margin purchases prohibited for officers/directors/employees |
| Stock Ownership Guidelines | 2x base salary required for executive officers (can include vested/unvested equity and options) | Adopted beginning fiscal 2025; directors also 2x cash retainer |
| Compliance Status | Not disclosed | Company encourages ownership; new FY25 guidelines implemented |
Employment Terms
| Provision | Term | Notes |
|---|---|---|
| Severance (without cause) | 12 months base salary + up to 12 months COBRA reimbursement | Applies if terminated without cause |
| Change-of-Control (CoC) Window | Severance period extended to 24 months if terminated without cause within 6 months preceding or 12 months following a CoC | Salary continuation doubles in CoC window; equity acceleration specifics for Sanfrey not disclosed |
| Clawback | Subject to company clawback policies and applicable law | Company will recoup incentive comp upon financial restatement impacts; policy in place |
| Non-Compete / Non-Solicit | 12 months post-termination | Confidentiality obligations apply |
| Perquisites | None significant other than certain personal travel allowances | Executive program design notes minimal perqs |
| Insider Trading / 10b5-1 | Policy mandates blackout windows; 10b5-1 plans permitted under guidelines | Reinforces compliant trading and restricts hedging/pledging |
Say-on-Pay & Shareholder Feedback
- Stockholders approved NEO compensation at the 2023 Annual Meeting; the company holds say-on-pay votes every three years (approved frequency at 2020 meeting); next frequency vote in 2026 .
Compensation Structure Analysis
- Shift to RSUs only since fiscal 2024 eliminates option risk and increases certainty of value; FY25 design further increases performance-based RSUs (target LTI pays 150% at target, with performance units making up the incremental 50%), enhancing pay-for-performance alignment .
- MIP remains exclusively Adjusted EBITDA, with transparent payout scales and Committee discretion evidenced by FY2024 payouts up to 225% for eligible participants, signaling strong linkage to annual operating results .
- Ownership guidelines (2x salary) and hedging/pledging prohibitions strengthen alignment and reduce governance risk .
Performance & Track Record
- Blue Bird delivered strong fiscal 2024 results: net sales +19% and net income up by nearly $82 million; executive incentive programs use Adjusted EBITDA to align pay with operating performance. Sanfrey’s remit includes manufacturing and lean transformation, positioning him as a key operator in sustaining margin and throughput gains .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no related party transactions tied to Sanfrey are disclosed, and company reports compliance framework via insider policy and clawback provisions .
- RSU vesting clusters each December (e.g., Dec 12, Dec 6/5, Dec 2/1/Nov 30), which can create periodic selling pressure as shares deliver; trading typically constrained by blackout windows and/or 10b5-1 plans .
Equity Vesting & Insider Selling Pressure Calendar
| Date | Instrument | Quantity | Note |
|---|---|---|---|
| Dec 12, 2025 | RSUs | 843 + 844 | Time-vested tranches |
| Dec 6, 2025 | RSUs | 1,155.5 (half of 2,311) | Two-installment tranche |
| Dec 5, 2026 | RSUs | 1,155.5 (remaining half) | Remaining installment |
| Dec 2, 2025 | RSUs | 791 (one-third of 2,373) | Three-installment tranche |
| Dec 1, 2026 | RSUs | 791 (second third) | — |
| Nov 30, 2027 | RSUs | 791 (final third) | — |
| Dec 2, 2025 | RSUs | 1,606 (one-third of 4,818) | Performance-adjusted per MIP payout percentages |
| Dec 1, 2026 | RSUs | 1,606 (second third) | — |
| Nov 30, 2027 | RSUs | 1,606 (final third) | — |
| Dec 12, 2025 | Options | 5,192 | First exercisable; $12.35 strike; expire Dec 12, 2032 |
Investment Implications
- Alignment: Compensation emphasizes EBITDA-driven MIP and performance RSUs; FY25 LTIP structure (150% at target; majority performance units) increases sensitivity of realized pay to operating execution, a positive signal for margin and throughput initiatives under Sanfrey’s COO scope .
- Retention/CoC: 12-month severance (24 months in CoC window) plus multi-year RSU vesting provide retention but also imply potential equity acceleration risk contingent on program terms; monitoring future 8-Ks/award agreements is prudent for any acceleration provisions specific to Sanfrey .
- Trading signals: December vesting cadence can lead to incremental insider supply; options become exercisable Dec 12, 2025. Expect activity via 10b5-1 plans within open windows, mitigating abrupt sales risks .
- Ownership: Current direct common holdings are modest relative to shares outstanding (~0.096%), but FY25 ownership guidelines (2x salary) incentivize increased equity alignment; hedging/pledging prohibitions further reduce misalignment risk .