Christina E. Carroll
About Christina E. Carroll
Independent director of NN, Inc. since December 2019; age 59; Chair of the Governance Committee and member of the Audit Committee . She is a Managing Director at Stout Risius Ross, LLC (since 2012), previously a Director in financial advisory services at Houlihan Lokey and a Partner at Ernst & Young heading the Center for Strategic Transactions in Los Angeles; she is a Chartered Financial Analyst (CFA) . NN’s Board classifies her as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stout Risius Ross, LLC | Managing Director | 2012–present | Advises on transactions, valuation, fairness opinions, co-investments |
| Houlihan Lokey, Inc. | Director, Financial Advisory Services | Not disclosed | Transaction advisory and valuation expertise |
| Ernst & Young LLP | Partner, Valuation & Transaction Advisory; Head, Center for Strategic Transactions (Los Angeles) | Not disclosed | Led strategic transactions center; valuation leadership |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| The Chefs’ Warehouse | Director (prior service) | Public | Not disclosed | Prior service noted; no current interlock disclosed |
| Stout Risius Ross, LLC | Director (private company) | Private | Not disclosed | Prior board service at Stout noted |
Board Governance
- Committee assignments: Audit Committee member; Governance Committee Chair .
- Independence: NN’s Board determined all directors other than the CEO are independent; Carroll is classified independent under Nasdaq Rule 5605(a)(2) .
- Attendance and engagement: Board met eight times in 2024 with all independent directors in attendance; directors attended all committee meetings on which they served; all then-current directors attended the 2024 annual meeting .
- Committee activity: Audit Committee met 10 times (Wilson—Chair; includes Carroll); Governance Committee met 5 times (Carroll—Chair) .
- Leadership and effectiveness: Independent Non-Executive Chairman (Jeri J. Harman); regular executive sessions; majority voting standard; director service limits on other public boards/audit committees; annual Board/Committee self-evaluations led by Governance .
- ESG oversight: Governance Committee provides oversight of environmental and social initiatives .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Annual cash retainer | $80,000 | Paid quarterly |
| Governance Committee Chair fee | $10,000 | Additional cash retainer for chair role |
| Total fees earned in cash (Carroll) | $90,000 | Includes chair fee |
| Equity retainer (Restricted Stock) | $149,998 | 29,880 shares granted 3/19/2024; vests one year from grant |
| Total compensation (Carroll) | $239,998 | Cash + equity |
Notes:
- Non-employee director standard package: $230,000 total ($80,000 cash + $150,000 restricted stock); chairs receive additional fees (Audit $15,000; Compensation $12,500; Governance $10,000); Non-Executive Chairman receives $75,000 additional retainer .
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Director equity | Restricted stock | None (time-vested) | Vests in full one year from grant |
- NN does not disclose stock options or PSUs for non-employee directors in 2024; the listed director equity was time-based restricted stock .
Other Directorships & Interlocks
| Person | External Board | Committee Roles (External) | Potential Interlock/Conflict |
|---|---|---|---|
| Christina E. Carroll | The Chefs’ Warehouse (prior service) | Not disclosed | No NN related-party transactions disclosed |
- NN policy includes limits on service on other public company boards and audit committees to safeguard bandwidth and independence .
Expertise & Qualifications
- 35+ years in finance, valuation, strategy, capital markets, restructuring, and M&A; prior senior roles at E&Y and Houlihan Lokey; CFA .
- Governance credentials: Chairs Governance Committee; active in candidate selection, board evaluations, ESG oversight, and governance principles .
- Audit literacy: Serves on Audit Committee; Board’s audit chair designated as financial expert; committee oversees financial reporting integrity and cybersecurity controls .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Christina E. Carroll | 266,999 | <1% | Address: NN, Inc.; includes shares per Rule 13d-3 |
Alignment & Policies:
- Stock ownership guidelines: Non-employee directors must hold at least three times their annual retainer; beneficial ownership includes RSUs (vested/unvested) .
- Insider trading policy: Prohibits hedging; pledging requires CEO/GC approval; policy applies to directors and officers .
- Pledging/hedging activity: No hedging permitted; pledging requires pre-approval—no director-specific pledging disclosures beyond policy; NN reported no related-party transactions for 2024 .
Governance Assessment
- Strengths: Chair of Governance with full attendance; dual committee service (Audit + Governance) indicating deep governance and financial oversight; independent classification; clear director pay structure emphasizing equity with straightforward vesting; robust Board governance architecture (majority voting, executive sessions, ownership guidelines, clawback for executives) supporting investor confidence .
- Compensation alignment: Director pay is balanced (cash + time-vested equity), no options/PSUs or meeting fees disclosed; equity vesting fosters alignment without short-term performance gaming .
- Conflicts and related-party exposure: Company disclosed no related-party transactions; Governance Committee explicitly screens for conflicts in director nominations; Code of Conduct requires avoidance of actual/apparent conflicts .
- Engagement signals: Audit (10 meetings) and Governance (5 meetings) cadence suggests active oversight; full attendance supports board effectiveness .
- Shareholder context: 2024 Say-on-Pay approval ~87% indicates general investor support for compensation practices; presence of 5%+ holders Corre and Legion reflects active shareholder base that can influence governance focus .
RED FLAGS: None disclosed for Carroll specifically (no attendance issues, no related-party transactions, no hedging/pledging disclosures). Monitoring points include continued independence, external board load per NN policy, and any future transactions involving Stout or prior affiliations (no such transactions disclosed for 2024) .