Christopher H. Bohnert
About Christopher H. Bohnert
Senior Vice President and Chief Financial Officer of NN, Inc., appointed effective June 25, 2024, with 30+ years of global financial leadership across public and private industrials, including CFO roles and large-scale transformations; prior roles include CVGI CFO (Oct 2020–Sep 2022) and advisor to CVGI’s CEO (Sep 2022–Jun 2024), plus senior finance roles at Calumet, Titan International, Silgan Plastics, and Fleischmann’s Yeast. Education: B.S. in Business Administration, Economics, and Accountancy (University of Missouri); M.S. in Accountancy (University of South Carolina); Certified Public Accountant (inactive). Bohnert’s 2024 incentive metrics tied to adjusted EBITDA, free cash flow, and new business wins; NN delivered $72.91M of new business wins (target $65M), adjusted EBITDA at $49.01M (target $49.19M), and free cash flow of $7.30M (target $11.23M), supporting payout at 78.7% of target; leverage improved to 2.97x at year-end 2024 from 3.9x mid-2023 under the transformation program initiated in 2023.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Commercial Vehicle Group (CVGI) | Advisor to CEO | Sep 2022–Jun 2024 | Advised during transformation; global team leadership experience leveraged from prior CFO role |
| Commercial Vehicle Group (CVGI) | Chief Financial Officer | Oct 2020–Sep 2022 | Led finance, accounting & IT for a global manufacturer; supported significant transformation |
| Finished Lubricants & Chemicals | Chief Financial Officer | 2017–Oct 2020 | CFO oversight of operations and finance for a chemicals segment; deep accounting expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Calumet | Senior financial leadership | Not disclosed | Manufacturing finance leadership and operations exposure |
| Titan International | Senior financial leadership | Not disclosed | Industrial manufacturing finance and restructuring experience |
| Silgan Plastics | Senior financial leadership | Not disclosed | Packaging/manufacturing finance leadership |
| Fleischmann’s Yeast | Senior financial leadership | Not disclosed | Consumer/industrial operations finance experience |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $425,000 | Biweekly $16,346.16; performance/salary reviews per Company cadence |
| 2024 Minimum Bonus Guarantee | $60,000 | Prorated 2024 EIC; guaranteed minimum per LOU |
| Long-Term Incentive (regular program) | Not eligible until 2029 | Inducement awards cover 2024–2028; no annual LTI until 2029 |
2024 cash/other benefits included 401(k) match ($4,217) and life insurance premiums ($1,161); total “All Other Compensation” $5,408.
Performance Compensation
Annual Incentive (EIC) – 2024
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 | Payout Basis |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 40% | $41.81 | $49.19 | $56.57 | $49.01 | 78.7% overall payout, linear between levels |
| Free Cash Flow ($MM) | 30% | $8.98 | $11.23 | $13.47 | $7.30 | Below threshold; gate satisfied via EBITDA |
| New Business Wins ($MM) | 30% | $52.00 | $65.00 | $78.00 | $72.91 | Above target |
Additional design: 2024 gate required either FCF ≥ $9.0MM or EBITDA ≥ $41.8MM before any payout; corporate metrics weighted 100% for all NEOs.
| Item | Value |
|---|---|
| Target Bonus (% of Salary) | 50% |
| Actual EIC Award | $87,000 (prorated for partial year) |
Inducement Equity – Granted June 25, 2024
| Award Type | Quantity | Vesting | Key Terms |
|---|---|---|---|
| Restricted Shares | 189,000 | 20% on each June 25 from 2025–2029 | Full voting/dividends pre-vest; acceleration on death/disability/qualifying termination/change-in-control per agreement |
| Performance Share Units (PSUs) | 287,000 | Cliff vest at end of 5-year performance period (Jun 24, 2029) | Earn 41,000 PSUs at each $1 average stock price hurdle from $5 to $11 (20-day avg + cumulative dividends); earned shares vest at period end; adjustments and CIC substitution rules apply |
PSU Hurdle Table (Earned shares at end of performance period):
| Average Stock Price | Aggregate Earned PSUs |
|---|---|
| $5.00 | 41,000 |
| $6.00 | 82,000 |
| $7.00 | 123,000 |
| $8.00 | 164,000 |
| $9.00 | 205,000 |
| $10.00 | 246,000 |
| $11.00 | 287,000 |
Grant-date fair values (accounting): PSUs $727,828; Restricted Stock $567,000; combined $1,294,828.
Equity Ownership & Alignment
| Ownership Metric | Amount |
|---|---|
| Beneficial Ownership (Mar 17, 2025) | 189,000 shares; <1% of class |
| Unvested Restricted Shares (12/31/2024) | 189,000 (market value $618,030 at $3.27 close) |
| Unvested PSUs (12/31/2024) | 287,000 (target basis, market value $938,490 at $3.27 close) |
| Stock Ownership Guidelines | Section 16 officers required to hold ≥3x base salary; Company states compliance except Ms. Nixon (waiver); no pledging without approval; no hedging; no current pledges by NEOs |
Vesting cadence for restricted shares may create periodic liquidity decisions around each June 25 from 2025–2029; PSU vesting is cliff-based in 2029 (subject to performance/CIC provisions).
Employment Terms
| Provision | Terms |
|---|---|
| At-will; role | CFO; reports to CEO; duties span treasury, risk, IR, accounting, tax, controls |
| Non-compete & Non-solicit | Restrictive Period equals 12 months or months of salary continuation, global/geographic scope; non-solicit on employees and customers/suppliers |
| Severance (no CIC) | If terminated without cause or resigns for Good Reason: 18 months base salary continuation, vested equity rights per award agreements, lump sum equal to 12 months COBRA premiums |
| Change-in-Control (double trigger) | Lump sum 1.5x base salary + 1.5x target bonus; vested rights per equity agreements; lump sum equal to 24 months COBRA premiums; 280G cutback to avoid excise tax if beneficial |
| CIC equity treatment | Restricted Shares: vest in full on qualifying termination/CIC; PSUs: measurement on CIC; earned shares vest or are replaced with substitute awards that vest solely with service through 5th anniversary (with acceleration on certain terminations) |
| Indemnification | Separate indemnification agreement with expense advancement, D&O insurance efforts, and arbitration/judicial enforcement rights – |
| Clawback | Company recoupment policy for incentive comp; RS/PSU agreements subject to clawback per Dodd-Frank/SOX |
Illustrative CIC table (Company-wide methodology): For Bohnert at 12/31/2024, cash severance $863,646; restricted stock acceleration $618,030; total $1,481,676 (PSU acceleration noted as N/A at target in Company table methodology).
Compensation Structure Analysis
- Strong equity alignment: 5-year inducement awards, with PSUs earned only on sustained stock price hurdles; no annual LTI eligibility until 2029, incentivizing long-term retention.
- 2024 pay-for-performance: corporate-weighted EIC with gate; payout at 78.7% on mixed performance (EBITDA on-target; FCF below target; new wins above target).
- Risk controls: no hedging/pledging; clawback policy; independent comp consultant and defined peer group for benchmarking.
Governance, Peers, and Shareholder Feedback
- Compensation Committee: independent directors; oversees CEO goals, executive pay, incentive plan administration, and risk assessments.
- 2024 peer group (benchmarking): Allient, Columbus McKinnon, Commercial Vehicle Group, EnPro, ESCO, Graham, Helios, Luxfer, Mayville Engineering, Motorcar Parts of America, Standex, Stoneridge, Strattec, The Eastern Company, Twin Disc.
- Say-on-pay: 87% approval in 2024; advisory vote held annually.
Equity Award Details and Vesting Schedules
| Award | Grant Date | Quantity | Vesting Dates/Terms |
|---|---|---|---|
| Restricted Shares (Inducement) | Jun 25, 2024 | 189,000 | 20% vests each Jun 25 from 2025–2029; full voting/dividends pre-vest; acceleration on death/disability/qualifying termination/CIC |
| PSUs (Inducement) | Jun 25, 2024 | 287,000 | Earned based on $5–$11 average stock price hurdles (20-day period + cumulative dividends); cliff vest at end of performance period (Jun 24, 2029) |
Risk Indicators & Red Flags
- No related party transactions disclosed; Board maintains conflicts policy; independent committees.
- No hedging or pledging by NEOs; pledging requires CEO/GC approval; none requested.
- 280G excise tax cutback (not gross-up) in CIC scenario; shareholder-friendly design.
- Equity award repricing prohibited; clawback policy in place.
Investment Implications
- Alignment: Bohnert’s equity package is heavily tied to NN’s long-term stock price performance with strict hurdle-based PSUs and 5-year vesting, structurally incentivizing sustained value creation and reducing short-termism.
- Retention: Not eligible for annual LTI until 2029; five-year vesting cadence and CIC protections lower near-term departure risk, though annual restricted share vesting dates (each June 25) could create periodic liquidity considerations.
- Execution signals: 2024 operational metrics mixed (EBITDA on target, FCF below, new wins above target) yielded sub-target payouts, reinforcing pay-for-performance discipline; leverage reduction and transformation milestones suggest continued emphasis on profitability and cash generation—key for future incentive outcomes.
- Governance and shareholder posture: Strong say-on-pay support (87%), independent oversight, and anti-hedging/pledging/clawback policies improve compensation quality and control risk-taking.
Note: All figures, terms, and dates reflect NN, Inc. filings and exhibits. Where company-wide tables show CIC values, amounts reflect Company methodology at Dec 31, 2024. **[918541_0000918541-25-000022_nnbr-20250331.htm:42]** **[918541_0000918541-25-000022_nnbr-20250331.htm:43]**