Mark Blaufuss

About Mark Blaufuss

Independent Class II director at Blue Bird (BLBD) since May 31, 2023; age 57 as of January 15, 2025. Former CFO and senior operating executive with deep finance, M&A, and private equity experience. Managing Director and founder of Green & White Advisory (since 2017); Operating Executive with The Carlyle Group (since February 2019). B.S. in Accounting from Michigan State University .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; members include Messrs. Blaufuss, Hightower, and Thau. Board determined all three are independent for audit committee purposes; Blaufuss is the Board-designated “audit committee financial expert.” Audit Committee met five times in fiscal 2024 .
• Independence: Board determined all directors other than the CEO (Horlock) are independent under Nasdaq and SEC rules .
• Attendance: Board held 8 meetings in fiscal 2024; all directors attended at least 75% of Board and assigned committee meetings; all directors attended the 2024 annual meeting .
• Board structure: Classified board. Blaufuss is a Class II director; Class II terms were up at the 2025 annual meeting, and the Board nominated Blaufuss for re‑election to a term through the 2028 annual meeting .
• Risk oversight: Audit oversees financial reporting/internal controls, ERM (incl. cybersecurity), compliance, related party approvals, and ESG program oversight .
• Leadership: Board has a separate Chairman (Douglas Grimm) and CEO; no Lead Independent Director .

Fixed Compensation (Director)

Notes and structure:

• Standard director cash retainer $75,000 annually (paid $18,750 quarterly); committee chairs +$7,500; Audit Committee Chair +$15,000 reflecting incremental workload .
• Standard annual director equity grant $75,000 in RSUs (Chairman $100,000); awarded April 1 each fiscal year, vesting the following April 1 .
• Directors do not receive option awards, non‑equity incentive plan compensation, or deferred comp earnings .

Performance Compensation (Director)

Blue Bird’s non‑employee directors do not participate in performance‑based bonus plans or option programs; equity compensation is time‑vested RSUs (no performance metrics) .

Other Directorships & Interlocks

• Compensation Committee interlocks: Current Compensation Committee members are Kevin Penn (Chair), Douglas Grimm, and Simon Newman; the proxy discloses no interlocks with BLBD executives (none of BLBD’s executive officers serve on the boards/comp committees of companies whose executives serve on BLBD’s Board/Comp Committee) .

Expertise & Qualifications

• Designated audit committee financial expert; extensive CFO background in automotive/manufacturing and advisory, including public‑company CFO experience (Metaldyne) .
• M&A and PE portfolio operations expertise (Carlyle Operating Executive; Green & White Advisory founder) .
• Education: B.S., Accounting, Michigan State University .

Equity Ownership

• Shares outstanding: 32,111,078 as of the record date (Jan 15, 2025) .
• Director RSUs: Group total includes 32,035 director RSUs (including units vesting April 1, 2025); per‑director RSU holdings not itemized in the table .
• Hedging/short sales are prohibited under the insider trading policy; policy includes blackout windows and 10b5‑1 guidelines. No pledging policy is disclosed in the cited sections, and no pledging by Blaufuss is disclosed .

Related‑Party Transactions (RPT) & Conflicts

• 2024 RPTs disclosed:
  • Company paid ~$3.2M of offering expenses for two secondary offerings for ASP BB Holdings (affiliate of American Securities), a >5% holder during 2024; Directors Kevin Penn and Dan Thau are or were employed by American Securities but disclaim material interest .
  • LightSource Labs, Inc. (CEO is Spencer Penn, son of Director Kevin Penn): Company entered a 3‑year $167,230 subscription license; management presented analysis to Audit Committee; Audit Committee approved, concluding arm’s‑length terms .
• Audit Committee (chaired by Blaufuss) is responsible for reviewing/approving related‑person transactions and broader compliance/ERM oversight .
• No related‑person transactions in fiscal 2024 involving Blaufuss were disclosed .

Additional Governance Signals

• Stock ownership guidelines (effective FY2025): Directors are required to hold equity equal to 2× the base annual cash retainer (2×$75,000 = $150,000); can be satisfied with vested/unvested or exercised/unexercised equity. Executive officers must hold 2× base salary .
• Accounting oversight: Audit Committee declared auditor independence and recommended inclusion of audited financials in FY2024 10‑K; Blaufuss signed the Audit Committee report as Chair .
• Board evaluation: Corporate Governance & Nominating Committee engaged Nasdaq Board Advisory Services in FY2024 for a third‑party board evaluation and report .

Governance Assessment

• Strengths and investor‑confidence positives

  • Independent Audit Chair with public‑company CFO background; designated financial expert; active audit oversight including ERM and ESG program oversight .
  • Clean attendance disclosure (≥75% for all directors) and full annual meeting participation; structured committee cadence (Audit met 5×; Comp met 5×; Nominating met 5×) supports engagement .
  • Transparent director compensation program with balanced cash/RSUs, Audit Chair premium, and adoption of formal stock ownership guidelines to strengthen alignment starting FY2025 .
  • Formal insider trading policy with prohibitions on hedging/short sales and structured 10b5‑1 usage .
  • Audit Committee oversight and approval of related‑party software engagement (Penn family relation) with arm’s‑length validation .

• Watch items / potential red flags (contextual)

  • Prior CFO role at Victory Innovations ended with out‑of‑court insolvency and liquidation tied to post‑pandemic market collapse; not a BLBD event but part of track record context .
  • Ongoing PE affiliations on the Board (e.g., American Securities‑linked directors) created related‑party touchpoints (secondary offering costs, vendor related to director’s family); mitigated through Audit Committee review/approvals and director disclaimers of material interest .
  • No explicit disclosure of a share‑pledging prohibition in the cited sections; however, no pledging by Blaufuss is disclosed and hedging/short‑sale bans are in place .

• Overall view: Blaufuss brings strong finance and audit oversight credentials aligned with his Audit Chair role, with clear independence and engagement. RPT governance processes appear active, with the Audit Committee (under his chairmanship) reviewing and approving transactions, which helps mitigate perceived conflicts elsewhere on the Board .