Nina Grooms
About Nina C. Grooms
Nina C. Grooms (age 56) is an independent director of Alamo Group Inc. (ALG) since December 2021. She is CEO of CDO Solutions (since November 2024) and brings senior operating experience across AI, cybersecurity, digital transformation, autonomous mobility, and industrial software; prior roles include CEO of Oralucent, Chief Product Officer at May Mobility, senior product and connected vehicle leadership at Ford, and AI/IoT software leadership at GE Digital . The Board has affirmatively determined she is independent under NYSE standards and the company’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oralucent | Chief Executive Officer | Aug 2022 – Apr 2024 | Led oral care company with AI and blue-light patents |
| May Mobility | Chief Product Officer | Joined 2020 | Autonomous vehicle leader; product leadership |
| Ford Motor Company | Chief Product Owner, Autonomous Vehicle Group; COO, Connected Solutions (retail vehicles) | Pre-2020 (prior to May Mobility) | AV product ownership; connected vehicle operations |
| GE Digital (General Electric) | VP, Global Customer & Services Marketing, AI & IoT Software | 2012 – 2017 | AI/IoT software commercial leadership |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| CDO Solutions | Chief Executive Officer | Since Nov 2024 | Focused on AI and digital transformation solutions |
| Other public company boards | — | None disclosed | Proxy lists other directors’ external boards but none for Ms. Grooms |
Board Governance
- Committee assignments: Audit Committee – Member (as of Mar 10, 2025) ; Nominating & Corporate Governance Committee – Member (as of 2025 Annual Meeting table) . Not a member of the Compensation Committee (membership and chair list excludes her) .
- Independence: Board determined all current directors other than the CEO are independent, including Ms. Grooms .
- Attendance: 100% attendance at Board and assigned committee meetings in 2024 (all incumbents except a director appointed late-2024 attended 100%) .
- Meeting cadence (2024): Board 5; Audit 4; Compensation 4; Nominating & Corporate Governance 3 .
- Executive sessions: Non-management directors meet in executive session regularly at Board and committee meetings .
- Board leadership: Independent Chair structure (Chair separate from CEO) .
- Committee mandates: Audit includes financial reporting, internal controls, and cybersecurity oversight; Nominating/Gov includes sustainability oversight and board evaluation; Compensation oversees pay programs and ownership compliance .
Fixed Compensation (Director)
| Component | Amount/Policy | 2024 Ms. Grooms Actual |
|---|---|---|
| Annual cash retainer (non-employee director) | $80,000 per year | $80,000 fees earned in 2024 |
| Chair retainers | Board Chair: +$80,000; Audit Chair: +$18,000; Comp Chair: +$13,000; Nominating Chair: +$13,000 | Not applicable (not a chair) |
| Meeting fees | None; expenses reimbursed | None disclosed |
Performance Compensation (Director)
| Equity Element | Detail | 2024 Ms. Grooms |
|---|---|---|
| Annual equity grant (RSAs) | Annual grant of restricted stock to non-employee directors; no options outstanding for directors | Stock awards grant-date fair value $125,111 in 2024 |
| Outstanding unvested RSAs | Each non-employee director had 645 RSAs outstanding at 12/31/24; RSAs carry voting/dividend rights | 645 shares outstanding (12/31/24) |
| Options | No stock options granted or outstanding for directors | None |
Equity alignment policies:
- Stock ownership guidelines: Outside directors must hold 5x annual cash retainer; new directors have 5 years to comply; company states all directors and NEOs either meet the guideline or are within the transition period .
- Hedging/pledging: Prohibited for directors and executive officers .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company directorships | None disclosed for Ms. Grooms in the proxy |
| Compensation committee interlocks | Company discloses no compensation committee interlocks or insider participation; all compensation committee members are independent |
Expertise & Qualifications
- Technical and operating expertise: AI, cybersecurity, digital transformation, IoT/connected solutions, SaaS/cloud, product development, sales/marketing, engineering .
- Board skill matrix: Technology development, IT/cybersecurity, capital goods manufacturing/supply chain, M&A among competencies mapped to Ms. Grooms and the board .
- International and strategic planning experience reflected in board matrix .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership | 2,692 shares (as of Feb 21, 2025) |
| Of which: unvested RSAs (with vote/dividends) | 645 shares included in the above total |
| Ownership as % of outstanding | Less than 1% |
| Shares pledged/hedged | Prohibited by policy for directors; none disclosed |
| Ownership guideline status | Company states all directors either meet the guideline (5x retainer) or are within the 5-year transition period |
Governance Assessment
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Strengths for investor confidence:
- Independent director with 100% 2024 attendance; sits on Audit and Nominating/Governance committees, enhancing oversight of financial reporting, cybersecurity, and sustainability .
- Deep AI/cybersecurity/technology background complements ALG’s manufacturing footprint and the Audit Committee’s increasing cyber oversight remit .
- Pay alignment signals: director comp mix balanced between cash and time-based equity; no director options; hedging/pledging banned; robust stock ownership guideline for directors (5x retainer) .
- Board governance practices: independent chair, majority vote standard, regular executive sessions, limits on external boards, annual evaluations, and diversity emphasis .
- Shareholder support: Say‑on‑pay received ~99% approval at the 2024 meeting, indicating broad investor alignment on compensation governance .
-
Potential conflicts/risks and mitigants:
- External CEO role at CDO Solutions (AI/digital consultancy) could present a related-party risk if ALG were to engage the firm; mitigated by formal Related Person Transactions Policy and Audit Committee oversight; no related-party transactions reported for 2024 .
- No other public company board interlocks or director compensation interlocks disclosed for Ms. Grooms .
Overall: Ms. Grooms enhances board effectiveness through technology and product leadership skills, with solid independence and engagement. Compensation and ownership structures support alignment, and policy frameworks (no hedging/pledging, related-party oversight) reduce conflict risk .