Philip Horlock
About Philip Horlock
Philip Horlock (age 68) is Blue Bird Corporation’s President and Chief Executive Officer and a Class III Director; he has served on Blue Bird’s board since February 24, 2015, and was reappointed CEO in May 2023 and again as President and CEO effective September 28, 2024. He spent 30+ years at Ford Motor Company in senior finance and operations roles (including CFO Ford Asia Pacific & Africa), and previously served on Mazda Motor Corporation’s Advisory Board and as a director of LoJack Corporation. He holds a B.S. in Psychology and Mathematics from Sheffield University, and completed Ford’s Executive Development Program at the University of Michigan. Importantly, the Board has determined that Horlock is not independent under Nasdaq rules (he is the company’s CEO).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Bird Corporation | President & CEO; Director | CEO: Feb 2015–Oct 2021; CEO: May 31, 2023–present; President reappointed Sep 28, 2024; Director since Feb 24, 2015 | Led operational turnaround and growth initiatives; long-tenured leadership in school bus manufacturing |
| School Bus Holdings (Blue Bird predecessor) | CFO & Chief Administrative Officer; later President & CEO | Jan 2010–Apr 2011 (CFO/CAO); Apr 2011–Oct 2021 (CEO) | Financial leadership; industry operational execution |
| Ford Motor Company | Senior executive (Finance & Operations); Chairman & CEO, Ford Motor Land; Controller Corporate Finance; CFO Ford Asia Pacific & Africa | ~30 years | Global finance, operations; real estate leadership; corporate finance oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mazda Motor Corporation | Advisory Board Member | Prior tenure (dates not disclosed) | Advisory contributions in automotive strategy |
| LoJack Corporation | Director | Prior tenure (dates not disclosed) | Board oversight at telematics/security firm |
Board Governance
- Board/Committee roles: Not listed on Audit, Compensation, or Corporate Governance & Nominating Committees; committees are chaired by independent directors (Audit: Blaufuss; Compensation: Penn; CG&N: Fream)
- Independence: Not independent; all other directors except Horlock are independent per Nasdaq rules
- Board activity/attendance: Board met 8 times in fiscal 2024; all directors attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting (in person or teleconference)
- Leadership structure: Separate Chairman (Douglas Grimm) and CEO roles; no lead independent director
- Term/class: Class III Director; term expires at the 2026 Annual Meeting
Fixed Compensation (CEO/Director)
| Component (FY2024 unless noted) | Amount/Terms |
|---|---|
| Base Salary (CEO) | $1,000,000 |
| Director fees | None (no director compensation while an employee) |
| Bonus (sign-on + holiday) | $1,501,500 (includes $1,500,000 sign-on; $1,500 holiday bonus) |
| Perquisites/All Other (travel, insurance, 401k) | $198,935 total; includes $180,000 travel stipend (monthly $15,000), $2,027 insurance premiums, $16,908 401(k) match; relocation/housing $0 in FY2024 |
| Stock Awards (grant-date fair value) | $583,350 (FY2024 awards) |
Performance Compensation
| Program | Metric/Target | FY2024 Actual |
|---|---|---|
| Annual MIP (cash bonus) | Target bonus: 150% of base salary (CEO) | Non-equity incentive paid: $1,500,000 (equals 100% of CEO’s target bonus) |
| FY2024 MIP Payout Scale | Adjusted EBITDA thresholds: $80.0M=50%; $110.0M=100%; $115.0M=150%; $120.0M=200%; Committee later allowed up to 225% for eligible participants | Company achieved maximum; Committee permitted up to 225% payout for eligible participants, but CEO’s disclosed payout was $1.5M |
| LTI – RSUs | FY2023 special RSU grant equal to 2× base ($2,000,000) granted 7/1/2023; vests on earlier of 7/1/2025, change-in-control, or termination not for cause | Outstanding RSUs as of 9/28/2024: 78,864 (unvested) with market value $3,820,961; additional “unearned” RSUs 81,094 valued $3,929,004 |
| Options | Historical options; no options issued beginning FY2024; accelerated vesting upon CIC per 2024 amendment | FY2024 year-end: Exercisable options 14,875 @ $18.10; 58,106 @ $16.99; 48,727 @ $20.26 (expire 12/31/2026) |
Performance Metric Details (Annual MIP)
| Fiscal Year | Adjusted EBITDA ($M) | Percent of Target Bonus |
|---|---|---|
| FY2024 Scale | $80.0=50%; $110.0=100%; $115.0=150%; $120.0=200%; cap modified to 225% for eligible participants | |
| FY2023 Scale | $40.0=50%; $48.8=100%; $53.8=150%; $58.8=200% (cap 200%) | |
| FY2022 Scale | $40.0=50%; $45.0=100%; $50.0=150%; $55.0=200%; $60.0=200% |
Vesting and CIC Provisions
- FY2023 special RSU (2× salary) vests on 7/1/2025, CIC, or earlier termination (other than for cause)
- January 2024 amendment: all outstanding unvested RSUs and options vest upon a change-in-control; CIC cash plan pays MIP target × multiplier (2×–6×) based on per-share transaction price (<$25=2×, $25=3×, $30=4×, $35=5×, $40+=6×)
Other Directorships & Interlocks
| Company/Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| Mazda Motor Corporation | Advisory Board Member | Prior | Automotive OEM advisory role |
| LoJack Corporation | Director | Prior | Board experience in automotive security/telematics |
Expertise & Qualifications
- Deep automotive operational and financial expertise (global finance, operations, supply chain) from Ford; extensive school bus industry leadership as Blue Bird CEO
- Prior advisory/director roles at Mazda and LoJack; proven turnaround and execution in manufacturing
- Education: B.S. Psychology & Mathematics (Sheffield University); executive development at University of Michigan
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Philip Horlock | 276,943 | <1% | Includes 121,708 shares via presently exercisable options |
| Company policy | Hedging/Pledging | Prohibited for directors/officers/employees under insider trading policy |
Insider Equity Activity (FY2024)
| Transaction | Shares | Value |
|---|---|---|
| Options exercised | 48,239; 59,752 | $1,553,384; $1,958,037 |
| Stock vested | — | — (no RSU vesting disclosed for CEO in FY2024 table) |
Fixed Compensation (Director Program Context)
| Element | Regular Director | Chairman | Notes |
|---|---|---|---|
| Annual cash retainer (FY2024) | $75,000 | $112,500 (raised to $137,500 effective Oct 1, 2024) | |
| Annual equity (RSUs, grant-date value) | $75,000 | $100,000 | Settles on vesting date beginning FY2025; 12-month vest |
| Ownership guidelines (effective FY2025) | 2× cash retainer ($150,000 value) | — | Executives: 2× base salary; can include vested/unvested options/RSUs |
Governance Assessment
- Independence and committee work: Horlock is not independent and does not serve on standing committees (Audit/Compensation/CG&N), reducing direct involvement in oversight functions typically tied to independent directors; this is mitigated by separate Chairman leadership and independent committee composition.
- Attendance/engagement: Board met 8 times in FY2024; all directors (including Horlock) met ≥75% attendance and attended the 2024 Annual Meeting, supporting baseline engagement.
- Pay-for-performance alignment: CEO’s disclosed FY2024 MIP payout equals his target ($1.5M), even though the Company achieved maximum results and the Committee permitted up to 225% payout for eligible participants; RSU awards are significant and include CIC acceleration, which can create sale incentives.
- CIC/change-of-control signals: January 2024 CIC cash plan with 2×–6× MIP multipliers and blanket acceleration of equity upon CIC are potential red flags for investor alignment (sale incentive over long-term stewardship), though they also serve retention aims.
- Related-party/Conflicts: No related-party transactions disclosed involving Horlock in FY2024; company policy requires Audit Committee approval for related person transactions. Note separate LightSource transaction involving a director’s family member approved by the Audit Committee at arm’s length.
- Clawbacks/Hedging/Pledging: Robust clawback policy adopted May 2023; explicit prohibition on hedging and pledging enhances alignment and risk control.
- Say‑on‑pay: Shareholders approved executive compensation at the 2023 Annual Meeting; next frequency vote in 2026, indicating current shareholder support.
RED FLAGS
- CIC acceleration and large cash multipliers could bias management toward transactions over long-term performance; blanket vesting upon CIC increases payout certainty.
- Non‑independence (CEO as director) reduces independent representation in the boardroom; however, roles are split (Chair vs CEO).
- Prior consulting payments (FY2022–FY2023) while serving as director underscore historical continuity of economic ties, though not a current related‑party issue.
Shareholder Feedback and Compensation Structure Trends
- Shift to RSU‑only equity (no options beginning FY2024) reduces at‑risk leverage vs options but aligns with current market practice; LTI tranches and performance units planned for FY2025 increase performance linkage.
- Compensation consulting: Meridian engaged since 2015; no material interactions over past three fiscal years; limited recent external benchmarking may constrain peer calibration.