D. Gail Nixon
About D. Gail Nixon
D. Gail Nixon is Senior Vice President and Chief Human Resources Officer at NN, Inc. and is one of the six named executive officers for fiscal 2024 . Her pay-for-performance framework ties annual incentives to company-level metrics (Adjusted EBITDA, free cash flow, and new business wins) and long-term incentives to relative total shareholder return (TSR) versus a custom peer group; in 2024, the EIC gate required ≥$9.0M free cash flow or ≥$41.8M EBITDA (NN achieved $49.01M EBITDA), and the TSR PSUs target payout requires at least the 55th percentile TSR ranking . For the 2022–2024 performance period, NN’s relative TSR was −12.1% (26th percentile) and ROIC was 3.2%; Nixon earned 1,844 performance shares on TSR while ROIC shares were not earned . In 2024, NN delivered $72.91M in new business wins versus a $65.00M target and paid Nixon an annual incentive award of $107,947 at a 78.7% payout level, reflecting mixed performance on cash but threshold-beating EBITDA .
Fixed Compensation
Base Salary
| Name | 2023 Base Salary | 2024 Base Salary | Percent Increase |
|---|---|---|---|
| D. Gail Nixon | $305,000 | $305,000 | — % |
Summary Compensation (Multi‑Year)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $293,750 | $302,500 | $305,000 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | $175,117 | $155,017 | $235,102 |
| Non‑Equity Incentive Compensation ($) | — | $102,073 | $107,947 |
| All Other Compensation ($) | $7,555 | $7,567 | $7,656 |
| Total ($) | $476,422 | $567,157 | $655,705 |
Performance Compensation
Annual Incentive Program (EIC) – 2024 Design and Results
| Metric | Weight | Threshold | Target | Maximum | 2024 Results | Payout Mechanics |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (millions) | 40% | $41.81 | $49.19 | $56.57 | $49.01 | Linear interpolation; gate: ≥$9.0M FCF or ≥$41.8M EBITDA |
| Free Cash Flow (millions) | 30% | $8.98 | $11.23 | $13.47 | $7.30 | Linear interpolation |
| New Business Wins (millions) | 30% | $52.00 | $65.00 | $78.00 | $72.91 | Linear interpolation |
| Executive | EIC Target (% of Salary) | Total Payout Level | EIC Award ($) |
|---|---|---|---|
| D. Gail Nixon | 45% | 78.7% | $107,947 |
Notes: 2024 EIC goals weighted 100% to corporate financial performance; adjustments applied to EIC metrics for FX, sale‑leaseback, and other one‑time events .
Long‑Term Incentives (LTI) – 2024 Grants and Vesting
| Award Type | Grant Date | Target (#) | Maximum (#) | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|---|
| Restricted Stock | 3/19/2024 | 13,164 | — | $66,083 | 3 equal annual installments from 1st anniversary |
| TSR Performance Share Award | 3/19/2024 | 26,327 | 39,491 | $169,019 | Vest upon achievement of performance goals; relative TSR peer framework (target at 55th percentile) |
| Performance Period | Relative TSR | TSR Percentile | ROIC | Outcome (Nixon) |
|---|---|---|---|---|
| 2022–2024 | −12.1% | 26th percentile | 3.2% | 1,844 TSR shares earned; ROIC shares not earned |
| 2024 Stock Vested (Shares) | 2024 Value Realized ($) |
|---|---|
| Nixon: 30,918 | $147,542 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 17, 2025)
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| D. Gail Nixon | 141,184 | <1% | Includes 13,200 options exercisable within 60 days |
Outstanding Equity Awards (Fiscal Year‑End 2024)
| Award | Quantity (#) | Market Value ($) | Key Terms |
|---|---|---|---|
| FY 2017 Option (exercisable) | 13,200 | — | $24.20 strike; expires 3/17/2027 |
| FY 2022 Restricted Stock (unvested) | 7,423 | $24,273 | Vests in 3 equal annual tranches |
| FY 2023 Restricted Stock (unvested) | 41,173 | $134,636 | Vests in 3 equal annual tranches |
| FY 2023 TSR Award (unvested) | 123,520 | $403,910 | Vesting subject to performance |
| FY 2024 Restricted Stock (unvested) | 13,164 | $43,046 | Vests in 3 equal annual tranches |
| FY 2024 TSR Award (unvested) | 26,327 | $86,089 | Vesting subject to performance |
Market values above based on $3.27 closing price on 12/31/2024 and PSUs at target .
Ownership Policies and Pledging
| Policy/Status | Detail |
|---|---|
| Executive Stock Ownership Guideline | Section 16 officers must hold 3× base salary; CEO 5×; compliance required within 5 years of appointment |
| Nixon Guideline Compliance | Company in compliance except for Ms. Nixon who has a waiver for the compliance period |
| Anti‑Hedging/Pledging | Hedging prohibited; pledging requires prior approval; no pledges by NEOs to date |
Employment Terms
| Provision | Nixon Terms |
|---|---|
| Agreement Structure | Written employment or separation agreement; auto‑renewal unless notice; non‑compete 18–24 months post‑employment (duration depends on separation reason) |
| Termination Without Cause | 18 months’ continuation of annual salary; $12,000 transition assistance; target annual bonus prorated for partial year |
| Change‑of‑Control (Double Trigger) | 2× base salary; 1× target annual bonus; prorated target bonus for partial year; $12,000 transition assistance |
| Equity Acceleration at CoC (illustrative as of 12/31/2024) | Restricted Stock: $201,955; PSUs: $490,000; Cash Severance: $896,500; Total: $1,588,455 |
Clawback and Governance
| Policy | Detail |
|---|---|
| Incentive Compensation Recoupment | Board‑adopted clawback for material restatements; recovers incentive‑based comp (including equity) paid in prior 3 years if amounts would have been lower under restated results |
| Compensation Committee | Benvenuti (Chair), Faria, Gautam, Harman |
Compensation Structure Analysis
- Year‑over‑year: Nixon’s total compensation rose to $655,705 in 2024 from $567,157 in 2023, driven by higher LTI grant value ($235,102 vs. $155,017) while salary remained flat; annual incentive was modestly higher ($107,947 vs. $102,073), reflecting improved EBITDA/new business wins performance offset by weak free cash flow .
- Pay‑for‑performance alignment: Short‑term incentives weighted fully to financial outcomes, with a hard gate and linear payouts; long‑term TSR PSUs require 55th percentile performance for target payout and have multi‑year performance horizons, reinforcing shareholder value alignment .
- Vesting supply overhang: Nixon has multiple unvested RS tranches (FY22–FY24) and significant TSR PSUs from 2023–2024; RS vest ratably over 3 years and TSR PSUs vest upon performance, creating recurring potential supply as tranches vest and as performance hurdles are met .
Risk Indicators & Red Flags
- Ownership guideline waiver: Ms. Nixon has an explicit compliance waiver under the stock ownership policy, indicating she has not yet met the 3× salary requirement; monitor progress to guideline compliance .
- Free cash flow performance: 2024 FCF ($7.30M) fell short of threshold ($8.98M), though EBITDA met the gate and supported payouts; persistent cash underperformance could pressure future EIC outcomes .
- Anti‑hedging/pledging: Strong guardrails; no pledging activity by NEOs to date, reducing misalignment risk .
- Clawback policy: Robust restatement‑based recoupment enhances accountability .
Investment Implications
- Alignment and retention: Nixon’s incentive mix (45% target cash bonus, meaningful TSR‑linked PSUs, and time‑vested RS) supports retention and cohesion with shareholder value, but the ownership guideline waiver signals a near‑term alignment gap to monitor .
- Near‑term trading signals: Expect periodic Form 4 activity around RS vesting dates and, if performance hurdles are met, TSR PSU earning/vesting; Nixon vested 30,918 shares in 2024, indicating tangible supply cadence from awards .
- Performance sensitivity: Annual payouts are sensitive to EBITDA and new business wins execution; FCF shortfalls weighed on payouts despite EBITDA meeting the gate, underscoring cash discipline as a key lever for future compensation outcomes .
- Change‑of‑control economics: Double‑trigger benefits and meaningful equity acceleration provide standard protections; total illustrative CoC value was $1.59M for Nixon at 12/31/2024, which is reasonable for a CHRO in NN’s size cohort .