Razvan Radulescu
About Razvan Radulescu
Razvan Radulescu is Chief Financial Officer (CFO) of Blue Bird Corporation, appointed effective October 1, 2021. He is age 50, with a B.S. in Computer Science from the Academy of Economic Studies in Bucharest and an MBA from Case Western Reserve University . During his tenure, Blue Bird reported strong improvements: FY2023 net sales up 41% to $1.13B with Adjusted EBITDA of $87.9M , and FY2024 net sales up 19% to $1.35B with Adjusted EBITDA of $183M . Pay-versus-performance disclosures show cumulative TSR rising to 402 (value of $100 initial investment) in FY2024, alongside Adjusted EBITDA margin of 13.6% and Return on Revenue of 7.8% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Daimler Trucks North America (DTNA) | General Manager – Procurement; Global Lead Cab Interior/Exterior and Aftersales | 2020–2021 | Led all production and aftersales purchases; global cab interior/exterior parts leadership |
| Daimler AG (Stuttgart) | CFO, Global Powertrain Trucks Business Unit | 2017–2020 | Finance leadership across global powertrain operations |
| DTNA (Freightliner Trucks) | Controller – Freightliner Trucks | 2013–2017 | Controlling leadership for the Freightliner brand |
External Roles
No public company directorships or external board roles disclosed for Radulescu .
Fixed Compensation
Multi-year CFO compensation (USD):
| Component | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary | $433,125 | $479,375 | $511,250 |
| Bonus (sign-on/other cash) | $100,000 | — | $86,250 |
| Stock Awards (RSUs fair value) | $219,656 | $1,293,513 | $525,106 |
| Option Awards (fair value) | $29,878 | $69,547 | $128,226 |
| Non-Equity Incentive (MIP cash) | — | $740,813 | $572,063 |
| All Other Compensation | $203,355 | $15,383 | $240,207 |
| Total | $986,014 | $2,598,631 | $2,063,102 |
Key salary terms and target bonus:
- Base salary set at $500,000 as of Oct 1, 2023, increased to $515,000 as of Jan 1, 2024 .
- Target annual bonus under MIP: 100% of base salary beginning FY2024 .
Performance Compensation
Annual Management Incentive Plan (MIP) design and FY2024 outcome:
| Metric/Term | FY2024 Target | Weighting | Threshold | Target | Max/Ceil | Actual FY2024 |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (company-wide) | Company AOP EBITDA | 70% of award (financial) | $80.0M → 50% payout | $110.0M → 100% payout | $120.0M → 200% payout; Committee allowed up to 225% for eligible participants | Max achieved for company; CFO non-equity incentive paid $572,063 |
| Individual performance | Performance management | 30% of award (individual) | — | — | — | Included in total MIP determination |
Long-Term Incentives (LTI):
- Beginning FY2024, all new equity awards are RSUs (no options) with performance and time-based vesting; historical LTI allowed up to 50% forfeiture if MIP targets not achieved .
- Special retention RSU award effective July 1, 2023 equal to 2x base salary, vesting on July 1, 2025 (or upon change in control); Radulescu grant value $1,000,000 .
Vesting schedules and selected grants:
- RSUs: 3-year annual tranches tied to MIP performance; time-based tranches July 1, 2022/2023/2024/2025 .
- Options (historical): Exercise prices typically at grant-date close; vest over 3 years upon MIP achievement; expire 10 years post grant . CFO option strikes include $20.00 and $12.35 from Dec 2022/Dec 2023 grants .
Equity Ownership & Alignment
Beneficial ownership and award status:
| Item | Detail |
|---|---|
| Total beneficial ownership (as of Jan 15, 2025) | 2,848 shares; includes 2,165 shares subject to presently exercisable options |
| Shares outstanding (record date) | 32,111,078 |
| Ownership as % of outstanding | ~0.009% (2,848 ÷ 32,111,078) |
| Options – exercisable vs unexercisable (FY2024 YE) | Unexercised/Unearned options: 4,328 (#, $20.00 strike) and 14,014 (#, $12.35 strike); vesting per 3-year schedules |
| RSUs – unvested (FY2024 YE) | 8,438 (time-based) and 39,432 (special retention vesting 7/1/2025); plus performance RSUs tranches per schedules |
| Market value of unvested RSUs (FY2024 YE) | $408,821 (8,438) and $1,910,480 (39,432) |
| Option exercises and stock vested (FY2024) | Options exercised: 15,662; value realized $217,920. RSUs vested: 11,051 and 8,437; value realized $241,022 and $400,251 |
| Hedging/Pledging | Company policy prohibits hedging and pledging of company stock by officers and directors |
| Stock ownership guidelines | Starting FY2025: executives required to hold equity valued at 2x base salary (compliance may include vested/unvested/exercised/unexercised) |
Employment Terms
| Term | Provision |
|---|---|
| Role and effective date | CFO effective Oct 1, 2021 |
| Contract term | Employment agreement effective Oct 1, 2023; one-year term; auto-renews for successive 12-month periods unless 60 days’ notice |
| Base salary | $500,000 as of Oct 1, 2023; $515,000 as of Jan 1, 2024 |
| Target MIP | 100% of base salary beginning FY2024 |
| Severance (no CIC) | If terminated without cause or non-renewal: unpaid prior-year bonus, 12 months’ salary continuation, up to 12 months COBRA premium reimbursement, subject to release |
| Severance (CIC double-trigger) | If terminated without cause within 6 months before or 12 months after CIC: salary continuation increased to 24 months; COBRA up to 12 months |
| Change-in-Control (CIC) bonus plan | Cash bonus equals target MIP times price-based multiplier: <$25=2x; $25=3x; $30=4x; $35=5x; ≥$40=6x; paid within 60 days of CIC close |
| CIC vesting | All unvested RSUs and options accelerate at CIC (Committee standardized vesting across prior awards) |
| Clawback | Dodd-Frank-compliant clawback adopted May 2023, covering incentive comp tied to financial reporting measures for 3 preceding fiscal years in event of restatement |
| Restrictive covenants | Confidentiality; non-solicit and non-compete for 24 months post-termination |
Performance & Track Record
- Company performance during CFO tenure: FY2023 net sales rose 41% to $1.13B; Adjusted EBITDA $87.9M; backlog ~4,600 units . FY2024 net sales increased 19% to $1.35B; Adjusted EBITDA $183M; backlog ~4,800 units . These reflect operational improvements and pricing discipline .
- Pay-versus-performance: TSR value of $100 investment rose to 402 in FY2024; Adjusted EBITDA margin 13.6% and Return on Revenue 7.8% .
- Insider activity signals: In FY2024, CFO exercised 15,662 options (value realized $217,920) and had RSU vesting totaling 19,488 shares (aggregate value realized $641,273), indicating monetization activity consistent with multi-year award schedules .
Compensation Structure Analysis
- Shift to RSUs: Starting FY2024, all equity grants are RSUs; options no longer issued, reducing leverage and risk for executives vs prior mix .
- Increased at-risk pay: FY2024 MIP formula tied 100% to Adjusted EBITDA, with Committee allowing payout up to 225% of target for exceptional performance, sharpening performance sensitivity .
- CIC enhancements: January 2024 CIC plan adds sizable cash multipliers and accelerates all equity, improving retention but introducing event-linked windfalls .
- Ownership guidelines instituted FY2025: 2x salary guideline broadens alignment; compliance status not disclosed .
Equity Ownership & Alignment Details
| Category | Numbers and Terms |
|---|---|
| Beneficial ownership (Jan 2025) | 2,848 shares; includes 2,165 currently exercisable options; less than 1% of class |
| Unvested awards (FY2024 YE) | RSUs: 8,438 time-based; 39,432 special retention vesting 7/1/2025; additional performance RSUs tranches; Options: 4,328 ($20.00), 14,014 ($12.35) unearned |
| Vesting dates | RSUs time-based tranches vest on 7/1/2022, 7/1/2023, 7/1/2024, 7/1/2025; Performance tranches vest on 12/7/2024, 12/6/2025, 12/5/2026 (assuming target achievement); Options vest across Dec 2022–Dec 2025 per grant |
| Pledging/Hedging | Prohibited by policy; short sales and options trading restricted; Rule 10b5-1 plans permitted under policy guidance |
Employment Contracts, Severance & Change-of-Control Economics
- Employment agreement provides 12 months salary and COBRA on termination without cause; increases to 24 months if termination around CIC; unpaid prior-year bonus payable on separation .
- CIC cash bonus multiplies target MIP (100% of base) by stock-price bracket (up to 6x) and pays within 60 days; equity awards fully accelerate at CIC per 2015 Plan amendment .
- Potential FY2024 termination/CIC amounts (illustrative as of fiscal year-end): earned FY2024 MIP $1,030,000; accelerated vesting value $4,937,453; salary continuation $1,030,000 under CIC termination scenario .
Investment Implications
- Strong pay-for-performance linkage: Annual cash incentives and LTI vesting tied to Adjusted EBITDA, with FY2024 max outcomes reflecting execution momentum; this supports alignment but concentrates incentives on EBITDA vs multi-factor scorecards .
- Event-driven upside: The CIC bonus multipliers and full equity acceleration could create significant personal liquidity at a transaction, potentially increasing selling supply post-vesting; watch for 10b5-1 plan filings and Form 4s near anticipated events .
- Ownership alignment: New 2x salary ownership guidelines strengthen alignment; individual compliance not disclosed. Current disclosed beneficial ownership is de minimis vs shares outstanding, with most exposure via unvested RSUs/options .
- Retention risk: Standard 12–24 month severance and robust CIC terms reduce near-term departure risk; however, special retention RSUs cliff-vesting on 7/1/2025 may create a window of increased liquidity and potential turnover after vesting .