Julie Fream
About Julie Fream
Julie A. Fream, age 61, is an independent Class II director at Blue Bird (BLBD) who joined the Board on October 19, 2023. She is a former President & CEO of MEMA Original Equipment Suppliers (2013–2024) and previously held senior roles at Visteon Corporation; her career includes extensive experience with GM, Ford, and TRW. She holds a B.S. in Chemical Engineering from Michigan Technological University and an MBA from Harvard Business School. The Board has determined she is independent under Nasdaq and SEC rules; the Board has nominated her for election at the 2025 Annual Meeting for a term through 2028.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MEMA Original Equipment Suppliers | President & CEO | 2013–2024 | Led a North American trade association of 500+ automotive suppliers (advocacy, industry leadership) |
| Visteon Corporation | Vice President, North American Customer Group; Global Communications; Corporate Strategy (prior roles) | Not disclosed | Senior executive roles across customer, communications, and strategy functions |
External Roles
| Organization | Type | Role | Current/Past | Notes |
|---|---|---|---|---|
| Corewell Health | Non-profit/healthcare | Director | Current | Board service |
| Shape Corporation | Private automotive supplier | Director | Current | Board service |
| Beaumont Health | Non-profit/healthcare | Director | Past | Board service |
| Michigan Technological University | Academic | Board of Trustees | Past | Governance oversight |
Board Governance
- Committee assignments: Chair, Corporate Governance & Nominating Committee; member composition includes Ms. Fream, Douglas Grimm, and Kevin Penn; five meetings held in FY 2024.
- Audit Committee: Members are Mark Blaufuss (Chair), Edward T. Hightower, and Dan Thau; five meetings held in FY 2024.
- Compensation Committee: Members are Kevin Penn (Chair), Douglas Grimm, and Simon Newman; five meetings held in FY 2024.
- Independence: All directors other than CEO Philip Horlock are independent under Nasdaq/SEC rules; independent directors hold regular executive sessions.
- Attendance: Board held eight meetings in FY 2024; all directors attended at least 75% of board and applicable committee meetings; all directors attended the 2024 Annual Meeting.
- Leadership: No lead independent director; Chairman is Douglas Grimm; CEO and Chair roles are separated.
- Classification & term: Class II; nominated for election in 2025 for term ending at the 2028 Annual Meeting.
Fixed Compensation
| Item | Amount | Period/Notes |
|---|---|---|
| Cash retainer | $75,000 | FY 2024 director cash fees |
| Committee chair fee (program) | $7,500 | Annual fee for committee chairs (Audit Chair receives $15,000); program terms effective FY 2024 |
Program terms: Directors (excluding Chairman) receive $18,750 per quarter ($75,000 annually); RSU annual equity award increased to $75,000 in FY 2024 (Chairman $100,000). Beginning FY 2025, RSUs settle on the vesting date; prior RSUs settled at service termination or upon change-in-control.
Performance Compensation
| Grant | Fair Value | Vesting | Notes |
|---|---|---|---|
| Annual director RSUs | $75,000 | Vests April 1 following grant | Program level for FY 2024 (applies to directors); settlement changed to vest date starting FY 2025 |
| On-boarding RSUs (upon joining Board) | $24,986 | Vested April 1, 2024 | Included in FY 2024 “Stock Awards” for Fream |
| Total FY 2024 stock awards (reported) | $99,981 | Various (as above) | Aggregate grant date fair value per ASC 718 |
Directors do not receive options, non-equity incentive plan compensation, or nonqualified deferred compensation earnings.
Other Directorships & Interlocks
| External Board | Connection to BLBD | Potential Interlock/Conflict |
|---|---|---|
| Corewell Health | None disclosed | No related-party transactions disclosed involving Fream |
| Shape Corporation | Automotive supplier (private) | No BLBD-related transactions disclosed; monitor for supply-chain interactions |
| Beaumont Health; Michigan Tech University | None disclosed | No conflicts disclosed |
Expertise & Qualifications
- Industry expertise: Automotive supply chain and OEM relationships; executive leadership in trade associations and components manufacturing.
- Education: B.S. Chemical Engineering (Michigan Technological University); MBA (Harvard Business School).
- Board qualifications: Governance leadership; current Chair of Corporate Governance & Nominating Committee.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Julie A. Fream | 3,309 | <1% | Based on 32,111,078 shares outstanding as of Jan 15, 2025 |
Group context: Directors and officers as a group owned 338,372 shares (1.1%), including 32,035 director RSUs that will vest April 1, 2025; RSU settlement framework updated beginning FY 2025.
Governance Assessment
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Strengths
- Independent director with deep automotive ecosystem experience; adds supplier and OEM perspective to a manufacturing board.
- Governance leadership as Chair of Corporate Governance & Nominating; committee met 5 times, indicating active oversight on board composition and governance policies.
- Board and committee attendance robust (≥75%) and full Annual Meeting participation, supporting engagement.
- Transparent director pay program; shift to RSUs with standardized vesting and settlement enhances alignment; adoption of stock ownership guidelines requiring 2× retainer ($150,000) promotes skin-in-the-game.
-
Watch items and RED FLAGS
- RED FLAG: Section 16 compliance lapse — Julie Fream filed one Form 3 and one Form 4 late (one transaction); monitor remediation and future timeliness.
- Modest personal share ownership (<1%); while typical for directors, alignment relies on RSU accumulation and new ownership guidelines; per-director guideline compliance status not disclosed.
- Board lacks a lead independent director; balance mitigated by separate CEO/Chair roles but may reduce independent agenda-setting leverage.
- Related-party exposure at Board level (LightSource Labs agreement related to Kevin Penn’s son) approved by Audit Committee at arm’s length; not involving Fream but indicates sensitivity to oversight procedures.
-
Compensation Committee oversight
- Compensation Committee independent, chaired by Kevin Penn, met 5 times in FY 2024; charter permits independent advisers, with Meridian retained since 2015 though no material interactions in past three fiscal years.
- Company say-on-pay approved in 2020 and 2023; next frequency vote in 2026 — indicates generally supportive shareholder sentiment on executive compensation design.
-
Change-in-Control policies (program-level context)
- CIC Plan approved January 2024 includes MIP-multiplier cash bonus for executives and severance terms; all outstanding RSUs/options vest upon CIC per January 2024 amendment to the Omnibus Plan — relevant to director RSUs under the plan.
Overall: Fream’s independence, governance chair role, and sector expertise support board effectiveness. Key governance signals to monitor are timely Section 16 compliance, concrete progress toward stock ownership guidelines, and ongoing rigor in related-party controls, especially given broader board-level relationships not tied to her.