David Naemura
About David H. Naemura
Independent director of Diebold Nixdorf (DBD) since 2023; age 55. Currently Chief Financial Officer (since Nov 2022) and Chief Operating Officer (appointed Jan 2025) of Neogen Corporation; prior CFO roles at Vontier and Gates, and Group CFO at Danaher, with early career at Deloitte. Designated an Audit Committee Financial Expert by the board. Education: Business Administration (Accounting), Oregon State University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vontier Corporation | Chief Financial Officer | Feb 2020–Nov 2022 | Led separation and launch as independent public company |
| Gates Industrial Corporation | Chief Financial Officer | 2015–Jan 2022 | Global industrial manufacturing finance leadership |
| Danaher Corporation | Group Chief Financial Officer; VP Finance | 2012–2015 | Operational finance across diversified businesses |
| Deloitte & Touche | Auditor (early career) | Not disclosed | Public accounting foundation |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Neogen Corporation (NASDAQ: NEOG) | Chief Financial Officer | Nov 2022–present | Executive officer at food/animal safety company |
| Neogen Corporation | Chief Operating Officer | Jan 2025–present | Appointed COO while serving as CFO |
| Neogen Corporation | CFO/COO Transition | Announced Sept 12, 2025; departure expected after Oct 10-Q filing and no later than end of 2025 | Company engaged search firm to identify next CFO |
Board Governance
- Committees: Audit Committee and People & Compensation Committee; not a chair.
- Independence: Board determined Naemura is independent under NYSE and Company standards.
- Attendance: All directors attended ≥75% of aggregate Board and committee meetings in 2024; Board met 5 regular + 1 special times. Audit met 5x; People & Compensation met 6x.
- Expertise: Board designated Naemura an Audit Committee Financial Expert under Item 407(d)(5) of Regulation S-K.
- Interlocks/Related Parties: People & Compensation Committee disclosed no insider participation or related-party relationships; Company reported no related person transactions requiring disclosure in 2024.
- Director stock ownership guidelines: Minimum 5x annual cash retainer; both unvested and deferred shares count toward compliance. Hedging/pledging prohibited by Insider Trading Policy.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 (2024) | Paid quarterly; standard for non-employee directors |
| Committee chair fees | $0 (not a chair) | Chair roles receive $25,000; not applicable |
| Meeting fees | None disclosed | No per-meeting fees; retainers cover service |
| Non-executive Board Chair premium | N/A for Naemura | Board Chair receives additional $100,000; not applicable |
Performance Compensation
| Award Type | Grant Details | Vesting/Terms | Value |
|---|---|---|---|
| 2023 Director Emergence RSUs | One-time grant of 40,000 RSUs (Dec 2023) | Vest in equal annual installments over 4 years; dividend equivalents paid at settlement | Approx. $1,160,000 grant-date value |
| 2023 Director Emergence Options | One-time grant of 80,000 options (Dec 2023) | Vest in equal annual installments over 4 years | Grant-date fair value $1,162,400 |
| Annual RSU grant eligibility | Not eligible until emergence grants fully vest | Applies to all 2023 emergence grant recipients | |
| 2024 stock awards | None for Naemura | Consistent with emergence grant deferral of annual RSU awards |
Performance metric framework (as People & Compensation Committee member, Naemura oversees these executive plan metrics):
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout % at Achievement | Weighted Payout % |
|---|---|---|---|---|---|---|---|
| Constant Currency Revenue | 20% | $3.739B | $3.810B | $4.001B | $3.753B | 59.86% | 11.97% |
| Non-GAAP Operating Profit (excl. Fresh Start amort.) | 40% | $340.2M | $378.0M | $434.7M | $389.0M | 109.70% | 43.88% |
| Unlevered Free Cash Flow | 40% | $225.0M | $250.0M | $287.5M | $258.2M | 110.93% | 44.37% |
| Total | 100% | — | — | — | — | — | 100.22% |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None disclosed | — | — | Naemura’s biography lists executive roles but no other public company directorships. |
| Committee Interlocks | Member, People & Compensation | None disclosed | Committee reported no insider participation or interlocks. |
Expertise & Qualifications
- Financial leadership across multiple public industrial companies (CFO at Vontier, Gates; Group CFO Danaher); deep audit/controls background; Audit Committee Financial Expert.
- Operational transformation and turnaround experience; strategic insight cited by Company.
- Current dual-role COO/CFO at Neogen enhances operations-finance integration.
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Shares of common stock beneficially owned | — | Less than 1% of class |
| Stock options exercisable within 60 days | 20,000 | Director options from program; exercisable within 60 days |
| Unvested RSUs (director) | 30,000 | From 2023 emergence grants; count toward guidelines |
| Deferred shares (Director Deferred Compensation Plan No. 2) | 10,000 | Count toward guidelines; deferred receipt |
| Hedging/Pledging | Prohibited | Insider Trading Policy bans hedging and pledging |
| Ownership guideline | 5x annual cash retainer | Unvested and deferred shares count |
Governance Assessment
- Strengths: Independent director with deep CFO credentials; designated audit financial expert; active on Audit and People & Compensation committees; strong attendance; participates in robust performance-based executive pay design and oversight (revenue, OP, UFCF metrics).
- Alignment: Significant four-year equity stakes via 2023 emergence RSUs/options and deferred shares; director ownership guidelines at 5x retainer; hedging/pledging prohibited, supporting shareholder alignment.
- Conflicts/Related Parties: Board reported no related person transactions in 2024; People & Compensation Committee disclosed no interlocks or insider participation; board affirmed independence considering roles at related entities.
- Risk indicators/RED FLAGS: Time commitments from concurrent CFO/COO role at Neogen and announced transition may pose bandwidth risk; Company disclosed planned departure by end-2025, reducing potential ongoing conflict risks but implying transition focus.
No Section 16(a) delinquencies reported for directors; no hedging/pledging permitted; no related-party transactions requiring disclosure—supportive of governance confidence.