Simon Newman
About Simon J. Newman
Independent Class II director at Blue Bird Corporation; age 62 as of January 15, 2025; appointed to the Board on March 31, 2023. Over 40 years in precision engineered component manufacturing, including 18 years as CEO of Form Technologies and an earlier career beginning in 1979 at Dynacast. Currently Chairman of MW Components and Paragon Medical; director at Elgen Manufacturing Company Inc. and Chromalloy (a Veritas company). Holds a B.S. in Operations Management from California Coast University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Form Technologies | Chief Executive Officer | 18 years | Led global precision component manufacturing; executive strategy and operations leadership. |
| Dynacast (Form Technologies division) | Progressive operating roles | Began 1979; progressed through operations | Built deep expertise in precision component manufacturing and operations. |
External Roles
| Organization | Role | Tenure/Start | Notes |
|---|---|---|---|
| MW Components | Chairman | Appointed Feb 2022 | Leading provider of springs, fasteners, bellows, and precision components (U.S. manufacturing footprint). |
| Paragon Medical | Chairman | Appointed Feb 2022 | Global CMO supplying implants and surgical devices to the medical industry. |
| Elgen Manufacturing Company Inc. | Director | Not disclosed | Board service in industrial manufacturing. |
| Chromalloy (Veritas company) | Director | Not disclosed | Board service; aero/industrial components. |
Board Governance
- Committee memberships: Compensation Committee member; Compensation Committee comprises Kevin Penn (Chair), Douglas Grimm, and Simon J. Newman. Audit Committee comprises Mark Blaufuss (Chair), Edward Hightower, and Dan Thau; Corporate Governance & Nominating comprises Julie Fream (Chair), Douglas Grimm, and Kevin Penn.
- Independence: Board determined all directors other than the CEO (Philip Horlock) are independent under Nasdaq standards; independent directors hold regularly scheduled sessions.
- Attendance: Board held 8 meetings in FY2024; all directors attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting (in person or teleconference).
- Leadership: No lead independent director; Douglas Grimm is Chairman; CEO and Chair roles are separated.
- ESG oversight: Audit Committee oversees ESG and enterprise risk management, including cybersecurity.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard director fee (quarterly $18,750). |
| Committee chair fees | — | Not a chair; Audit Chair receives $15,000; other committee chairs $7,500. |
| Chairman premium | — | Applies only to Board Chair ($137,500 annually effective 10/1/2024). |
| FY2024 cash actually paid | $75,000 | As reported in director compensation table. |
Performance Compensation
| Equity Component | Grant-Date Fair Value | Grant Design | Vesting/Settlement |
|---|---|---|---|
| Annual RSU award (FY2024) | $74,995 | Standard for directors (Chair receives $100,000). | Vests 12 months after grant; for FY2024 grants, settlement historically at end of service or change-in-control; beginning FY2025, RSUs settle on vesting date. |
- Stock ownership guidelines (effective FY2025): Directors must hold equity valued at 2x base annual cash retainer ($150,000). Can be satisfied with vested/unvested equity and options.
- No director options or performance-based equity; director equity is time-based RSUs only.
Other Directorships & Interlocks
| Company | Public/Private | Relationship to BLBD | Interlock/Conflict Notes |
|---|---|---|---|
| MW Components | Private | Industrial components; no disclosed BLBD related-party transactions | None disclosed. |
| Paragon Medical | Private | Medical devices manufacturing; no disclosed BLBD related-party transactions | None disclosed. |
| Elgen Manufacturing | Private | Industrial manufacturing; no disclosed BLBD related-party transactions | None disclosed. |
| Chromalloy (Veritas) | Private | Aero/industrial components; no disclosed BLBD related-party transactions | None disclosed. |
- Related-party policy: Audit Committee must review and approve any Item 404 transactions; directors recuse where interested.
- FY2024 related-party transactions disclosed: LightSource Labs (CEO is son of director Kevin Penn); no involvement by Simon Newman.
Expertise & Qualifications
- Precision engineered components and manufacturing operations; over 40 years of industry experience; executive strategy and governance exposure across multiple industrial platforms.
- Education: B.S. in Operations Management, California Coast University.
Equity Ownership
| Holder | Beneficial Shares | % of Class | Notes |
|---|---|---|---|
| Simon J. Newman | 3,938 | <1% | As of record date January 15, 2025; outstanding shares 32,111,078. |
| Pledged/Hedged | — | — | Company policy prohibits hedging and pledging by directors. |
Insider Trades & Compliance
| Item | Status | Notes |
|---|---|---|
| Section 16(a) compliance (FY2024) | In compliance | Company believes all filing requirements met except for late filings by Dan Thau (Form 3) and Julie Fream (Form 3 and one Form 4); no exceptions disclosed for Simon Newman. |
| Hedging/Pledging | Prohibited | Insider trading policy bars hedging, short sales, and pledging of Company stock. |
Governance Assessment
-
Strengths
- Independent director with deep manufacturing and operations expertise correlating to Blue Bird’s industrial footprint; active service on Compensation Committee enhances oversight of pay-for-performance.
- Attendance and engagement meet Board standards (≥75% meetings; Annual Meeting attendance), supporting Board effectiveness.
- No disclosed related-party transactions connected to Newman; robust related-party approval policy; hedging/pledging prohibited—positive alignment signals.
-
Watch items and potential investor confidence signals
- Compensation Committee actions included approving a Change-in-Control (CIC) cash bonus plan with high payout multipliers (up to 6x MIP target at ≥$40/share) and universal acceleration of unvested equity upon CIC—can create windfall risk and elevate deal-incentives; Newman is a member of this committee.
- 2024 MIP payout cap increased from 200% to 225% after year-end due to “exceptional performance,” reflecting discretionary upward adjustments—beneficial for executives but a governance topic to monitor for precedent and inflation risk; oversight falls under Compensation Committee.
- Committee historically exercised discretion to vest performance-linked LTI at 100% despite missing minimum targets in earlier periods (October 2022 decision)—monitor continued use of discretion for alignment and rigor.
Overall: Newman’s independence, manufacturing acumen, and solid attendance support Board effectiveness. As a Compensation Committee member, he shares accountability for CIC and incentive plan design; while performance was strong in FY2024, the committee’s use of discretion and CIC multipliers warrants continued monitoring for pay discipline and shareholder alignment.