John Wyskiel
About John Wyskiel
John F. Wyskiel (age 60) was appointed President and CEO of Blue Bird Corporation effective February 17, 2025, and simultaneously elected as a Class I director; he will not serve on board committees and will not receive additional director compensation . He brings 35+ years of automotive leadership, most recently as President of Magna Seating (a $6B, 33,000-employee global business across 60 facilities in 15 countries) and earlier served as General Manager of Blue Bird Coach in Canada; prior roles include senior positions at Dana and BorgWarner; education includes CET accreditation (Mohawk College) and executive programs at Michigan Ross and INSEAD . Company context entering his tenure: FY2024 net sales rose 19% to $1.35B, Adjusted EBITDA reached a record $183M (up $95M YoY), and TSR (value of initial $100) rose to 402 with Adjusted EBITDA margin of 13.6% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Magna International – Magna Seating | President | 2020–2025 | Led a $6B seating business with ~33,000 employees across 60 facilities in 15 countries . |
| Blue Bird Coach (Canada) | General Manager | 2002–2004 | Ran one of the largest Type A & C school-bus manufacturers in Canada . |
| Magna International – Body & Structures | Vice President (Canada/US) | Not disclosed | Senior roles in manufacturing/operations across body/structures portfolio . |
| Dana Corporation; BorgWarner | Senior roles in manufacturing, operations, engineering, product management, sales | Not disclosed | Broad functional leadership in global auto supply chain and operations . |
External Roles
No other current public-company directorships disclosed in reviewed filings .
Fixed Compensation
| Element | Value / Term | Notes |
|---|---|---|
| Base salary | $850,000 | Annual; prorated for FY2025 partial year . |
| Target annual bonus (MIP) | 125% of base salary | Prorated for FY2025; tied to Adjusted EBITDA formula (see Performance Compensation) . |
| Long-term incentive target (LTIP) | 250% of base salary | Granted as RSUs; eligible to vest over three years on subsequent grant anniversaries; 50% time-based RSUs and 50% performance-based RSUs at target . |
| Sign-on cash bonus | $250,000 | Payable within 30 days of start . |
| Sign-on RSUs | $2,250,000 | Valued at close on first trading day of employment; 3-tranche time-based vest (see Vesting) . |
| Relocation/temporary housing | $100,000 grossed-up cash + temp housing up to 12 months | $100k payment is tax gross-up; temporary housing as needed . |
| Insurance benefits | D&O coverage plus personal life/disability ≥ 3x salary | Company-paid . |
Performance Compensation
| Program | Metric(s) | Weighting/Structure | Target | Payout mechanics | Vesting/Notes |
|---|---|---|---|---|---|
| FY2025 MIP (cash) | Adjusted EBITDA | 100% financial metric | Company AOP EBITDA target | FY2025 MIP: 50% payout at minimum, 150% at target, 200% cap; incoming CEO receives 100% payout at target EBITDA . | Paid after FY audit completion per plan practice . |
| LTIP (annual) | RSUs (50% time, 50% performance) | 50/50 mix at target | 250% of base salary (CEO-specific) | Pays 100% of target upon achievement of AOP targets (structure per FY2025 LTIP design) . | Vests in three equal annual tranches subject to service; performance-based RSUs historically tied to MIP outcomes with up to 50% forfeiture for underperformance (company program) . |
| Sign-on RSUs | Time-based | N/A | $2,250,000 | N/A | 33% vests 12/02/2025; 33% vests 12/01/2026; 34% vests 11/30/2027; special acceleration on no-cause termination before 12/01/2026 (see Vesting) . |
Vesting Schedules and Triggers
| Award | Tranche | Vest date | Amount | Special terms |
|---|---|---|---|---|
| Sign-on RSUs | 1 | 12/02/2025 | 33% of grant | If terminated without cause before 12/01/2026 (and not during a CIC), Tranches 1–2 vest immediately; after 12/01/2026 but before 11/30/2027, Tranche 3 forfeits on no-cause termination . |
| Sign-on RSUs | 2 | 12/01/2026 | 33% of grant | Same as above . |
| Sign-on RSUs | 3 | 11/30/2027 | 34% of grant | Same as above . |
| Company-wide equity (RSUs/options) | All outstanding awards | Upon Change in Control | N/A | Under Jan 30, 2024 plan amendment, all outstanding unvested RSUs and options vest upon a CIC . |
Equity Ownership & Alignment
- Stock ownership guidelines: executives must hold Company equity equal to 2x base salary; directors 2x the $75,000 annual cash retainer ($150,000) .
- Hedging/pledging: directors and officers are prohibited from short sales, derivatives/hedging, and pledging or purchasing on margin; Rule 10b5-1 plans governed by policy .
- Beneficial ownership: Not reported for Wyskiel as of the proxy record date (Jan 15, 2025); his initial equity consists of sign-on RSUs plus FY2025 LTIP RSUs to be granted per program .
Employment Terms
| Term | Detail |
|---|---|
| Start date / roles | President & CEO effective Feb 17, 2025; Class I director effective the same date . |
| Employment agreement | Terms set via offer letter; to be memorialized in a formal agreement near commencement . |
| Severance (no cause) | 12 months base salary + one times target MIP bonus + up to 12 months COBRA reimbursement; extended to 24 months salary if terminated without cause within 6 months before or 12 months after a Change in Control . |
| Non-compete / non-solicit | 12 months post-termination . |
| Clawbacks | Subject to Company clawback policy compliant with SEC/Nasdaq; recovers incentive comp upon accounting restatement (3-year lookback) . |
| CIC cash plan (context) | Separate CIC Cash Bonus Plan in effect for designated participants through Jan 30, 2027; bonus equals MIP target times a stock-price-based multiplier (2x at < $25; up to 6x at ≥ $40); participants designated by the Compensation Committee (current participants named at adoption) . |
Board Governance (Director Service and Roles)
- Board seat: Class I director effective Feb 17, 2025; no committee assignments; no additional director pay for CEO-director .
- CEO/Director dual role: Nasdaq defines independent directors as persons other than officers/employees; as CEO, Wyskiel would not be considered independent; he is not assigned to any committees .
- Board leadership structure: Blue Bird separates Chairman and CEO roles (Chairman: Douglas Grimm); no Lead Independent Director; risk oversight via Audit and Compensation Committees; all directors attended ≥75% of FY2024 meetings .
Compensation Structure Analysis (signals)
- Greater at-risk pay mix: 125% target MIP plus 250% target LTIP indicates high performance-leverage; MIP is 100% Adjusted EBITDA with CEO paid 100% at target EBITDA; LTIP split 50% performance/50% time enhances alignment but retains retention value .
- Shift to RSUs: All new equity awards are in RSUs; options no longer granted, reducing risk tolerance but improving retention value and reducing underwater risk .
- CIC features: Company-wide acceleration of unvested equity upon CIC and separate CIC cash bonus plan (for designated executives) can produce sizable payouts at higher stock prices; severance doubles to 24 months salary in CIC window .
- Vesting events and potential selling pressure: Sign-on RSU vest dates on 12/02/2025 and 12/01/2026 create identifiable liquidity events; trading subject to blackout windows and 10b5-1 plan requirements .
Risks, Red Flags, and Protections
- Protections: Robust clawback aligned with SEC/Nasdaq; prohibition on hedging/pledging; equity ownership guidelines .
- Potential red flags: CIC acceleration of all equity and stock-price-multiplied CIC cash bonus plan for designated participants may create sale-related payout optics; relocation package includes a tax gross-up ($100,000) .
- Related-party/controversies: No Wyskiel-related related-party transactions disclosed; broader 2024 related-party items did not involve Wyskiel .
Director Compensation (for context)
- CEO-director receives no additional pay for board service; standard director program includes cash retainers and annual RSUs; director stock ownership guideline equals 2x $75k cash retainer ($150k) .
Investment Implications
- Alignment and retention: A high proportion of performance-contingent comp (MIP tied 100% to Adjusted EBITDA; 50% of LTIP performance-based) plus 12-month non-compete supports execution focus and retention; sign-on RSUs with near-term vesting provide stickiness through at least 2026 .
- Event-driven setup: Clearly disclosed vesting dates (12/02/2025; 12/01/2026; 11/30/2027) and company policy around 10b5-1/blackouts help anticipate potential insider selling windows; monitor Form 4s around these dates for supply signals .
- M&A optionality: CIC features (equity acceleration; CIC cash bonus plan for designated participants; 24-month salary severance in CIC window) create visible change-of-control economics; these could influence management incentives and equity overhang in strategic scenarios .
- Governance check: CEO is also a director but not Chairman; separation of Chair/CEO and absence of Lead Independent Director merit monitoring as the new CEO integrates with the board .