Ted Scartz
About Ted Scartz
Senior Vice President and General Counsel; Corporate Secretary. Appointed May 9, 2022. Age 54 as of January 15, 2025. Education: J.D., University of Georgia; B.A., Political Science, Wake Forest University . During his tenure, Blue Bird’s net sales rose from $1.13B in FY2023 to $1.35B in FY2024, with Adjusted EBITDA increasing to $183M; the company reports FY2024 Adjusted EBITDA margin of 13.6% and the “value of initial $100 investment” rose to 402, indicating strong TSR momentum over FY2022–FY2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Aaron’s Company, Inc. | Vice President & Deputy General Counsel (incl. General Counsel to Aaron’s Sales & Lease Division) | 2013–2022 | Led corporate legal, governance, SEC reporting and commercial functions at a public company retailer |
| Siemens Industry, Inc. | Division Lead Counsel (Low & Medium Voltage Divisions); counsel for North American manufacturing operations | 2007–2013 | Supported manufacturing operations, compliance and commercial contracts in industrial/energy segments |
| Atlanta law firms | Commercial litigation attorney | Pre‑2007 | Litigation experience underpinning corporate legal leadership |
External Roles
No public company directorships or external board roles disclosed .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 105,231 | 309,125 | 357,875 |
| Target Bonus % of Base | 50% | 50% | 50% |
| Actual MIP/Bonus Paid ($) | 75,000 (sign‑on bonus; not MIP) | 384,640 | 313,320 |
| Stock Awards ($) | 71,245 | 795,007 | 164,644 |
| Option Awards ($) | — | 37,601 | 69,430 |
| All Other Compensation ($) | 30,118 | 73,858 | 75,686 |
| Total Compensation ($) | 281,594 | 1,600,231 | 982,455 |
Base salary progression per employment agreement: $350,000 effective 7/1/2023; $360,500 on 1/1/2024; $420,000 on 11/1/2024; $436,800 on 1/1/2025 .
Performance Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Primary metric & weighting | Adjusted EBITDA, 100% | Adjusted EBITDA, 100% | Adjusted EBITDA, 100% |
| Threshold & payout | $40.0M → 50% | $40.0M → 50% | $80.0M → 50% |
| Target & payout | $45.0M → 100% | $48.8M → 100% | $110.0M → 100% |
| Max payout | Cap 200% | Cap 200% | Cap 200%; Committee allowed up to 225% for FY2024 |
| Actual payout decision | No FY2022 MIP payout; LTI tranches later vested at 100% per Committee discretion | Company paid max 200%; partial mid‑year payout at 100% of 50% target | Max 200% achieved; Committee approved up to 225% for eligible participants |
| LTI vesting framework | RSUs/options vest over 3 years tied to MIP; max 50% forfeiture if targets miss; CIC accelerates vesting | Same; special 2x salary RSU award (vests 7/1/2025 or CIC) | All new equity RSUs; CIC amendment accelerates all unvested awards |
Grants detail (selected): Options 2,959 @ $12.35 (12/12/2022 & 12/11/2023); RSUs 962 (12/11/2023), 1,352 (12/09/2023), 4,713 (07/01/2024), and special retention 27,603 (05/31/2023, vest 07/01/2025 or CIC) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 1/15/2025) | 21,032 shares; includes 8,877 shares from presently exercisable options; <1% of outstanding |
| Options (FY2024 year‑end) | Exercisable: 2,959; Unearned (equity incentive plan awards): 11,834 |
| RSUs not vested (FY2024 year‑end) | 4,713 (time‑based program) and 27,603 (special retention, vests 07/01/2025) |
| Ownership guidelines | From FY2025: executives required to hold equity valued at 2x base salary; can count vested, unvested, exercised/unexercised awards; compliance status not disclosed |
| Hedging/pledging | Hedging and pledging of Company stock prohibited for officers/directors; short sales/options trading prohibited |
Insider exercises/vesting (FY2024):
- Options exercised: 2,959; value realized $105,340 .
- Shares vested: 1,923 and 4,712; values realized $41,941 and $239,794 .
- No Rule 10b5‑1 plan adoption/termination disclosed for Mr. Scartz in Q4 FY2024; Horlock and Radulescu plans disclosed; “No other directors or officers” adopted/terminated plans that quarter .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement | Effective 10/1/2023 (executed 1/26/2024), 1‑year term; auto‑renews; 60‑day notice for non‑renewal |
| Base salary | $350,000 (7/1/2023); $360,500 (1/1/2024); $420,000 (11/1/2024); $436,800 (1/1/2025) |
| MIP target | 50% of base salary |
| Severance (no cause or non‑renewal) | Prior fiscal year’s unpaid bonus; 12 months’ salary; COBRA reimbursement up to 12 months; 24 months’ salary if terminated without cause within 6 months before or 12 months after CIC |
| Change‑in‑Control plan | Cash bonus = MIP target × multiplier based on CIC per‑share price: <$25→2x; $25→3x; $30→4x; $35→5x; ≥$40→6x; paid within 60 days; CIC amendment accelerates all unvested RSUs/options |
| Clawback | Dodd‑Frank Section 10D‑compliant clawback adopted May 2023; 3‑year lookback on erroneously awarded incentive comp; no indemnification permitted |
| Restrictive covenants | Confidentiality; non‑compete and non‑solicit for 24 months post‑termination |
Potential payments (as of 9/27/2024):
- Non‑CIC termination without cause: Salary $360,500; COBRA est. $9,162; prior year MIP $360,500; vesting of earned FY2024 equity $218,885 (2,313 RSUs; 2,959 options) .
- CIC: Continuing salary $721,000 if terminated without cause; CIC cash bonus range $360,500–$721,000; accelerated vesting value $2,572,137 (44,271 RSUs; 11,834 options) .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net sales ($B) | — | 1.13 | 1.35 |
| Adjusted EBITDA ($M) | — | 87.9 | 183.0 |
| Adjusted EBITDA margin (%) | (1.8) | 7.8 | 13.6 |
| “Value of initial $100 investment” (TSR proxy) | 69 | 177 | 402 |
Notes: FY2024 management highlights include ~4,800 unit backlog; 19% YoY net sales growth; ~$82M net income increase; net income $105.5M; diluted EPS $3.16 .
Compensation Committee & Say‑on‑Pay
- Compensation Committee: Kevin Penn (Chair), Douglas Grimm, Simon J. Newman; met 5 times in FY2024; written charter; can retain consultants; limited recent consultant interactions (Meridian initially in 2015) .
- Program design: pay‑for‑performance; Adjusted EBITDA as primary incentive metric; prohibition on repricing/backdating; hedging/pledging ban; clawback policy .
- Say‑on‑pay approved in 2023; next frequency vote in 2026 .
Investment Implications
- Pay‑for‑performance alignment: Annual incentives tied 100% to Adjusted EBITDA and LTI vesting linked to MIP outcomes, while FY2024 pay outcomes reflect Company outperformance; however, incentives are not explicitly tied to TSR, revenue growth or return metrics, which may dilute linkage to shareholder returns .
- Retention risk/selling pressure: A sizable special RSU grant (27,603 units) vests on July 1, 2025 or upon CIC, potentially creating near‑term selling pressure around the vest date; 2024 option exercises (2,959) indicate some monetization, though hedging/pledging are prohibited and Rule 10b5‑1 activity was not disclosed for Mr. Scartz in Q4 FY2024 .
- CIC economics: The CIC plan’s share‑price multipliers (up to 6× MIP target at ≥$40) plus automatic vesting of all unvested equity materially increase change‑in‑control payouts, which can be an incentive to support a transaction at higher valuations; double‑trigger severance (24 months around CIC) further enhances retention through potential deal closing .
- Ownership alignment: Beneficial ownership is modest (<1%), but FY2025 ownership guidelines allow unvested/unexercised equity to count toward the 2× salary requirement, partially mitigating low outright share ownership; hedging/pledging bans are positive for alignment .
- Governance: Strong formal controls (clawback, insider trading policy) and a functioning Compensation Committee support program integrity; say‑on‑pay approval suggests shareholder acceptance of the pay model .