Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On August 30, 2021, the Board of Directors ("Board") of Blue Bird
Corporation (the "Company"), following an executive search and interviews,
approved the appointment of Razvan Radulescu as the Chief Financial Officer
("CFO") of the Company, including as the principal financial and principal
accounting officer, to be effective on October 1, 2021, as more fully described
in Item 5.02(c) below.
As a result of the foregoing appointment, the recently appointed interim Chief
Financial Officer ("CFO"), Phillip Tighe, will resign from the office of CFO on
October 1, 2021. Mr. Tighe will continue his employment with the Company as a
Senior Advisor through December 31, 2021 at his current salary, at which time
Mr. Tighe's employment will terminate.
(c) On August 30, 2021, the Board of Directors the Company, following an
executive search and interviews, approved the appointment of Razvan Radulescu as
the CFO of the Company, including as the principal financial and principal
accounting officer, to be effective on October 1, 2021.
Prior to this appointment, Mr. Radulescu, age 47, has been employed in various
management positions by Daimler AG since 2000. He has over 20 years of
experience at Daimler AG in various roles of increasing responsibility in
Finance and Controlling, as well as Procurement, including IT and Compliance.
More recently, since 2020, Mr. Radulescu has served as General Manager -
Procurement and Global Lead Cab Interior/Exterior and Aftersales, for Daimler
Trucks North America ("DTNA"), responsible for all production and aftersales
purchases, as well as the Global Daimler Trucks Cab Interior/Exterior parts and
aftersales. From 2017 to 2020, Mr. Radulescu served as CFO of the Global
Powertrain Trucks Business Unit in Stuttgart, Germany. From 2013 to 2017, Mr.
Radulescu served as Controller - Freightliner Trucks for DTNA.
Mr. Radulescu has a Bachelor's of Computer Science from Academy of Economics
Studies in Bucharest, Romania and an MBA from Case Western Reserve University in
Cleveland, OH.
The Compensation Committee of the Board has approved the following compensation
terms for Mr. Radulescu. Mr. Radulescu will be provided a base salary of
$450,000, and will be eligible for a potential annual cash bonus under the
Company's annual Management Incentive Plan ("MIP") at a target level of 75% of
his base salary. Mr. Radulescu will receive a sign-on cash bonus of $100,000 to
be paid in January 2022, which shall be subject to a 100% claw back by the
Company if Mr. Radulescu resigns from employment with the Company on or before
September 30, 2023.
Mr. Radulescu will participate in the Company's existing executive compensation
and benefits programs along with the other executive officers of the Company,
subject to the decisions of, and program administration by, the Compensation
Committee of the Board, as described in the Company's Definitive Proxy Statement
dated February 8, 2021 with respect to its 2021 Annual Meeting of Stockholders.
As described therein, long term incentive awards (LTIs) are granted in December
of each year for the ensuing fiscal year. Mr. Radulescu will receive an LTI
award for the Fiscal Year 2022 in December 2021 in accordance with the terms and
conditions determined by the Compensation Committee. Historically, LTI awards
vest annually in three equal tranches, include a performance component tied to
the annual MIP, with a maximum forfeiture of 50%, and consist of 25% in stock
options and 75% in restricted stock units ("RSUs").
Mr. Radulescu will receive the Company's standard relocation benefits, including
up to six months of corporate housing in the Macon, Georgia area, and a one-time
payment of $75,000 to offset moving expenses not otherwise reimbursed. In the
event of termination without cause, Mr. Radulescu will receive twelve months'
salary as severance, subject to compliance with certain restrictive covenants
(non-competition, non-solicitation and confidentiality).
--------------------------------------------------------------------------------
(e) Mr. Radulescu's compensation arrangements with the Company are described in
Item 5.02(c) above, which are incorporated by reference into this Item 5.02(e).
Item 7.01 Regulation FD Disclosure.
In accordance with General Instruction B.2. to Form 8-K, the following
information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such a filing.
On September 3, 2021, the Company issued a press release announcing the
appointment of Razvan Radulescu as Chief Financial Officer, effective on October
1, 2021.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
99.1 Press Release of the Company dated September 3, 2021 .
104 Cover Page Interactive Data File
© Edgar Online, source Glimpses