Dr. Rajeev Gautam
About Dr. Rajeev Gautam
Dr. Rajeev Gautam, age 72, has served on NN, Inc.’s Board since May 2021. He was President & CEO of Honeywell Performance Materials & Technologies (PMT) from 2016 until retiring in September 2021; previously President of Honeywell UOP (2009–2016), Vice President of R&D at Honeywell UOP, and VP & CTO at Honeywell PMT, with earlier career roots at Union Carbide beginning in 1978 . He is designated an independent director under Nasdaq rules and is nominated to continue serving in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Honeywell International – Performance Materials & Technologies (PMT) | President & CEO | 2016–Sep 2021 | Led global PMT portfolio across chemicals, process technologies, and automation |
| Honeywell UOP | President | 2009–2016 | Commercialized catalytic and separations applications for refining, petrochemical, gas processing |
| Honeywell UOP | Vice President, Research & Development | Not disclosed | R&D leadership for process technologies |
| Honeywell PMT | Vice President & Chief Technology Officer | Not disclosed | Technology leadership across PMT |
| Union Carbide | Various roles (early career) | Began 1978 | Precursor to Honeywell UOP JV (1988) |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Not disclosed in NNBR proxy biography | — | — | No other public company directorships are cited in his NNBR proxy biography |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member. He is not a committee chair; current chairs are Wilson (Audit), Benvenuti (Compensation), Carroll (Governance) .
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq Rule 5605(a)(2) .
- Attendance: The Board met eight times in 2024 with all independent directors in attendance; directors attended all meetings of committees on which they served; all then-current directors attended the 2024 annual meeting .
- Committee activity: Audit Committee met 10 times; Compensation Committee met 5 times; Governance Committee met 5 times in 2024 .
- Compensation Committee report lists Gautam as a member; the Committee supervises incentive plans and can retain/terminate compensation consultants .
| Committee Membership (2024) | Assignment |
|---|---|
| Audit Committee | Member (Chair: Thomas H. Wilson, Jr.) |
| Compensation Committee | Member (Chair: Raynard D. Benvenuti) |
| Governance Committee | Not a member (Chair: Christina E. Carroll) |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual retainer – Cash ($) | $80,000 | $80,000 |
| Annual retainer – Restricted stock ($) | $149,999 | $149,998 |
| Total non-employee director compensation ($) | $229,999 | $229,998 |
| Year | Grant Date | Award Type | Shares Granted (#) | Vesting |
|---|---|---|---|---|
| 2023 | April 1, 2023 | Restricted Stock | 140,186 (each director) | Vests in full on first anniversary |
| 2024 | March 19, 2024 | Restricted Stock | 29,880 (each director) | Vests in full on first anniversary |
Chair fees: Additional retainers are paid only to committee chairs and the non-executive chair; Gautam is not a chair .
Performance Compensation
- NN’s director pay mix comprises cash retainers and time-based restricted stock; no director options or PSUs are disclosed for non-employee directors .
- No performance metrics (e.g., revenue, EBITDA, TSR) are tied to director equity in the proxy; vesting is time-based as above .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed in NNBR proxy for Gautam |
| Interlocks with NN customers/suppliers/competitors | None disclosed in proxy; Board reports no related-party transactions |
| Prior public company boards | Not disclosed in NNBR proxy for Gautam |
Expertise & Qualifications
- Senior manufacturing and process technologies executive experience; led Honeywell PMT and Honeywell UOP with deep R&D and commercialization background in catalysts and separations .
- Brings executive insight and operational experience to NN’s board per company assessment .
Equity Ownership
| Holder | Shares (#) | Percent of Class | Notes |
|---|---|---|---|
| Dr. Rajeev Gautam | 277,809 | <1% (“*”) | Includes 10,000 shares owned by the Rajeev Gautam Trust and 50,000 shares owned by MFG Enterprises LLC |
- Stock ownership guidelines: Non-employee directors must hold equity valued at 3× annual retainer; company indicates compliance with the policy except for one officer (Ms. Nixon) who has a waiver .
- Anti-hedging/anti-pledging: Directors are prohibited from hedging NN stock; pledging requires CEO and General Counsel approval .
Governance Assessment
- Positive signals:
- Independent status, dual committee service (Audit and Compensation), and full attendance in 2024 (Board and committee meetings) demonstrate engagement and governance effectiveness .
- Clear compensation structure with balanced cash/equity and simple, time-based vesting; no complex or discretionary performance payouts for directors .
- Beneficial ownership with direct and indirect holdings; Board-wide stock ownership guidelines promote alignment, with anti-hedging/anti-pledging policies enhancing governance discipline .
- No related-party transactions disclosed by the Board, reducing conflict risk .
- Watch items:
- No explicit disclosure of other current public-company boards for Gautam in NN’s proxy; continued monitoring for external commitments or potential interlocks is prudent .
- While ownership guidelines apply, the proxy does not quantify Gautam’s compliance vs. guideline threshold; investors may seek confirmation of policy compliance at the director level .
Additional References
- Audit Committee report and meeting cadence; Compensation Committee report naming Gautam .
- Board leadership: independent non-executive Chair; regular executive sessions without management .