Kevin Penn
About Kevin Penn
Kevin S. Penn (age 63) has served as a Class I director of Blue Bird Corporation since June 3, 2016, was Chairman of the Board from 2016 to August 2024, and is Managing Director at American Securities LLC (since 2009); he holds a B.S. in Economics from the Wharton School and an MBA (high distinction) from Harvard Business School . His current Class I term runs through the 2027 Annual Meeting . Penn’s prior experience includes founding ACI Capital in 1995, senior investing roles at First Spring Corporation and Adler & Shaykin, and being a founding member of Morgan Stanley’s Leveraged Buyout Group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Bird Corporation | Chairman of the Board; Director (Class I) | Chairman 2016–Aug 2024; Director since Jun 3, 2016; term expires 2027 | Led board until Aug 2024; continues as director |
| American Securities LLC | Managing Director | Since 2009 | Private equity investing leadership |
| ACI Capital Co., LLC | Founder, Head | Founded 1995 | Led firm strategy and investments |
| First Spring Corporation | EVP & Chief Investment Officer | Prior to ACI (dates not specified) | Managed PE, direct, and public investments |
| Adler & Shaykin | Principal | Earlier career | Private equity principal role |
| Morgan Stanley & Co. | Founding member, Leveraged Buyout Group | Earlier career | Foundational LBO group member |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Learning Care Group | Chairman | Current |
| Foundation Building Materials | Chairman | Current |
| NWN Carousel | Chairman | Current |
| Conair | Chairman | Current |
| Trace3 | Chairman | Current |
| SOLV Energy | Chairman | Current |
Board Governance
- Independence and tenure: The Board determined all directors other than the CEO (Horlock) are independent under Nasdaq and SEC rules; Penn is a Class I independent director with term expiring at the 2027 Annual Meeting .
- Committee assignments and roles:
- Compensation Committee: Chair; committee met five times in fiscal 2024 .
- Corporate Governance & Nominating Committee: Member; committee met five times in fiscal 2024 .
- Audit Committee: Not a member (Audit members are Blaufuss—Chair, Hightower, Thau; five meetings in fiscal 2024) .
- Engagement and attendance: Board held eight meetings in fiscal 2024; all directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting (in person or by teleconference) .
- Leadership structure: No Lead Independent Director; Chairman is Douglas Grimm (separate from CEO) .
Fixed Compensation
| Item (FY2024) | Amount ($) |
|---|---|
| Fees earned or paid in cash (Penn) | $155,312 |
| Stock awards (Penn) | $0 (— in table; cash paid in lieu due to assignment to American Securities through June 29, 2024) |
| All Other Compensation (Penn) | $100,000 (cash in lieu of RSUs settlement) |
| Standard director annual cash retainer (excl. Chair) | $75,000 (paid as $18,750 quarterly; effective fiscal 2024) |
| Chairman annual cash retainer | $112,500 prior; increased to $137,500 effective Oct 1, 2024 (paid $34,375 quarterly) |
| Committee chair fees | $7,500 (most committees); $15,000 (Audit Chair) |
Notes: Penn’s 3Q–4Q FY2024 compensation was pro-rated around the Chair transition; from June 30, 2024 he has been compensated like other directors following American Securities’ divestment .
Performance Compensation
| Program Feature | Directors | Chairman |
|---|---|---|
| Annual RSU grant value (FY2024 program) | $75,000 in RSUs; granted Apr 1 each fiscal year, vesting on Apr 1 the following year | $100,000 in RSUs; granted Apr 1 each fiscal year, vesting on Apr 1 the following year |
| Settlement timing | Beginning in fiscal 2025, RSUs settle on the vest date (previously upon service termination or change in control) | Same as directors |
| Performance conditions | None disclosed for director RSUs (time-based vesting; no options issued under new approach) |
The Compensation Committee (chaired by Penn) oversees executive incentive metrics (e.g., Adjusted EBITDA), but director equity awards are time-based RSUs; no director performance metrics are disclosed .
Other Directorships & Interlocks
- Current external chairs: Learning Care Group; Foundation Building Materials; NWN Carousel; Conair; Trace3; SOLV Energy .
- Compensation Committee interlocks: None—no BLBD executive serves on boards/comp committees of entities with BLBD directors on their comp committees .
- Consultant independence: Meridian Compensation Partners has been the committee’s advisor since 2015; no material interactions in past three fiscal years .
Expertise & Qualifications
- Education: B.S. Economics, Wharton; MBA (high distinction), Harvard Business School .
- Functional expertise: Private equity investing, M&A, governance, and manufacturing exposure (roles at American Securities, ACI Capital, First Spring, Adler & Shaykin; Morgan Stanley LBO Group) .
- Board-level skills: Compensation governance (Committee Chair), nomination/governance processes (CG&N member) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Record Date |
|---|---|---|---|
| Kevin S. Penn | — (none reported) | — | Jan 15, 2025 |
- Directors & officers as a group owned 338,372 shares (1.1%) including director RSUs; Penn individually reported no beneficial ownership as of the record date .
- Stock ownership guidelines (effective fiscal 2025): Directors must hold equity equal to 2x the $75,000 base retainer ($150,000); compliance can be satisfied with vested/unvested, exercised/unexercised equity; individual compliance status is not disclosed .
- Hedging/pledging: Company policy prohibits hedging or pledging by directors and executive officers .
Related Party Transactions (Conflict Review)
| Counterparty | Relationship | Description | Amount | Governance Process |
|---|---|---|---|---|
| LightSource Labs, Inc. | CEO is Spencer Penn (son of director Kevin Penn) | Three-year subscription license (software platform for supply chain information) | $167,230 (3-year fee) | Presented to and approved by Audit Committee as arm’s-length and competitively priced (Mar 2024) |
| ASP BB Holdings LLC (affiliate of American Securities) | >5% stockholder during FY2024; Penn employed by American Securities | Company paid offering expenses, discounts and commissions for two secondary offerings (Dec 2023, Feb 2024) pursuant to registration rights | $3.2 million (aggregate) | Rights under existing agreements; Penn and Thau disclaimed any direct or indirect material interest |
Attendance and Engagement
| Metric (FY2024) | Value |
|---|---|
| Board meetings held | 8 |
| Audit Committee meetings | 5 |
| Compensation Committee meetings | 5 |
| Corporate Governance & Nominating Committee meetings | 5 |
| Director meeting attendance | All directors attended ≥75% of Board and committee meetings |
| 2024 Annual Meeting attendance | All directors attended (in person or by teleconference) |
Governance Assessment
- Committee leadership and independence: Penn chairs an all-independent Compensation Committee and serves on the CG&N Committee; both committees met five times in FY2024, supporting robust oversight of pay and governance .
- Ownership alignment signal: As of Jan 15, 2025, Penn reported no beneficial ownership, and in FY2024 he received cash in lieu of equity while director equity was time-based RSUs; this may indicate lower near-term alignment, though fiscal 2025 stock ownership guidelines (2x retainer) should improve alignment going forward .
- Potential conflict risk: A related-party contract with LightSource (CEO is Penn’s son) was modest in size ($167,230 over three years) and Audit Committee-approved, but presents a perception risk; continued monitoring is warranted .
- Legacy sponsor ties: Company paid $3.2 million of offering expenses for American Securities’ affiliate under registration rights; Penn and Thau disclaimed material interest, and American Securities divested in 2024, after which Penn’s compensation aligned with other directors (equity and cash) .
- Shareholder feedback context: Say-on-pay received approval at the 2023 Annual Meeting; next say-on-frequency vote occurs in 2026, indicating no recent widespread investor discontent on pay program design .
- Risk controls: Prohibitions on hedging/pledging and a clawback policy for executives support investor protections; Audit oversight and ESG responsibilities are clearly assigned (Penn not on Audit) .
Notes on Director Compensation Structure (Context)
- Directors receive an annual cash retainer ($75,000) plus RSUs ($75,000) with 12-month vesting; Chairman receives higher retainers and RSU value ($100,000); from fiscal 2025, RSUs settle at vesting date and no options are issued under the updated approach .
No red flags on attendance or interlocks; key watch items are related-party optics (LightSource) and building Penn’s personal ownership under the new guidelines to strengthen alignment .