Harold C. Bevis
About Harold C. Bevis
Harold C. Bevis (age 65) has served as NN, Inc.’s President and Chief Executive Officer since May 22, 2023 and as a director since May 24, 2023; he holds a B.S. in Industrial Engineering (Iowa State University) and an MBA in Marketing (Columbia Business School) . Under his transformation program, NN reported $73 million in 2024 new business awards, re‑entered the medical market, improved adjusted EBITDA margins, reduced leverage to 2.97x (from 3.9x at 6/30/23), and rationalized footprint and headcount (~10% reduction since 2023) . Pay-versus-performance disclosures show company TSR value of an initial $100 investment at $97.56 (2023) and $79.76 (2024), and Net Income of $(50.2)M (2023) and $(38.3)M (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Commercial Vehicle Group (CVGI) | President & CEO | Mar 2020 – May 2023 | Repositioned toward electrification, automation and connectivity; track record of EV new business wins . |
| Boxlight | Chairman & CEO | Jan 2020 – Mar 2020 | Led ed‑tech startup initiatives . |
| Xerium Technologies | President & CEO | — | Led packaging/industrial business; CEO experience cited by NN . |
| Prolamina | Chairman & CEO | — | Led packaging company; transformation experience . |
| Pliant Corporation | President & CEO | — | Led packaging company; operating turnaround experience . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| — | — | — | LOU permits service on one external for‑profit board with notice to NN’s Board (policy disclosure; no current external board service disclosed) . |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $497,789 | $835,000 |
| Target Bonus % of Base | 100% (guaranteed minimum $835,000 for 2023) | 100% (no change) |
| Actual Annual Bonus Paid (Non‑Equity Incentive) | $620,990 | $656,728 |
| 2024 CEO Base Salary Decision | — | No increase vs. 2023 new‑hire arrangement |
| 2024 Annual Incentive Design | Corporate metrics (Adj. EBITDA, FCF, New Business Wins), weighted 100% to corporate goals | Same |
Performance Compensation
Annual Incentive Plan (AIP)
| Metric | Weighting | Target | Actual | Payout | Notes/Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA | Part of 100% corporate weighting | Not disclosed | Not disclosed | Reflected in actual bonus paid: $656,728 (vs target $835,000) | Annual cash bonus; earned in year, paid following year . |
| Free Cash Flow | Part of 100% corporate weighting | Not disclosed | Not disclosed | See above | Annual cash bonus . |
| New Business Wins | Part of 100% corporate weighting | Not disclosed | Not disclosed | See above | Annual cash bonus . |
Long‑Term Incentives (Inducement Equity Granted 2023; no new grants until 2028)
- Structure: 1,500,000 time‑vesting RSUs vesting 1/5 each year on first five anniversaries; 2,500,000 PSUs with five‑year cliff vesting if stock price hurdles achieved over 20 consecutive trading days; award covers 2023–2027 equity; no new equity grants until 2028 .
- Target/at‑risk mix: Majority performance‑based; ~60% of inducement award subject to rigorous performance requirements; no 2024 compensation increase over 2023 new‑hire arrangement .
RSU Inducement Award (Time‑Vesting)
| Grant Date | Shares | Vesting | Status/Activity |
|---|---|---|---|
| May 22, 2023 | 1,500,000 | 1/5 annually on each of first 5 anniversaries | 300,000 vested in 2024; $975,000 value realized on vesting . |
PSU Inducement Award (Stock‑Price Hurdles; 5‑Year Cliff)
| 20‑Day Avg. Stock Price Hurdle | % Growth from Grant Price | Total Shares Earned if Hurdle Achieved |
|---|---|---|
| ≥ $2.00 | 54% | 250,000 |
| ≥ $3.00 | 131% | 500,000 |
| ≥ $4.00 | 208% | 750,000 |
| ≥ $5.00 | 285% | 1,000,000 |
| ≥ $6.00 | 362% | 1,250,000 |
| ≥ $7.00 | 438% | 1,500,000 |
| ≥ $8.00 | 515% | 1,750,000 |
| ≥ $9.00 | 592% | 2,000,000 |
| ≥ $10.00 | 669% | 2,250,000 |
| ≥ $11.00 | 746% | 2,500,000 |
Hurdles must be sustained for 20 consecutive trading days; shares “lock in” when earned but vest only at 5‑year cliff (change‑in‑control/death/disability exceptions) .
Outstanding Equity at FY‑End 2024 (CEO)
| Award | Unvested Shares | Year‑End Market Value |
|---|---|---|
| RS Inducement Award | 1,200,000 | $3,924,000 (at $3.27) |
| PSU Inducement Award (assumes target) | 2,500,000 | $8,175,000 (at $3.27) |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (as of Mar 17, 2025) | 1,413,150 shares; 2.83% of outstanding |
| Shares Vested in 2024 | 300,000 shares; $975,000 value on vesting |
| Unvested RSUs (12/31/24) | 1,200,000 |
| Unvested PSUs (12/31/24, at target) | 2,500,000 |
| Stock Ownership Guideline | CEO: 5x base salary; executives and directors also subject to multiples |
| Compliance Status | Company states compliance with policy (exception: waiver for CHRO); no pledges by NEOs |
| Anti‑Hedging/Pledging | Hedging prohibited; pledging prohibited absent approvals; no pledges by NEOs to date |
Note: Beneficial ownership includes restricted stock units (vested and unvested) per policy definition .
Employment Terms
| Term | Detail |
|---|---|
| Start Date; Role | May 22, 2023; President & CEO; director appointment following 2023 AGM |
| Agreement | Written employment/separation agreement; auto‑renewal unless notice |
| Non‑Compete/Non‑Solicit | 18–24 months post‑employment depending on separation reason |
| Termination Without Cause | Cash severance = 2x base salary; 12 months COBRA |
| Change‑of‑Control (Double‑Trigger) | Cash severance = 2x base salary + 2x target bonus; 24 months COBRA |
| COC Illustrative Value (12/31/24) | Cash severance $3,400,222; RS acceleration $3,924,000; PSU acceleration $2,452,500; Total $9,776,722 |
| Indemnification | Standard indemnification agreement (form referenced) |
| Clawback | Incentive compensation recoupment policy applicable to executive officers |
Board Governance
- Board service: Director since 2023; not independent (current CEO) .
- Roles/committees: No committee assignments for CEO; all standing committees fully independent and chaired by independents .
- Chair/CEO structure: Independent, non‑executive Chair (Jeri J. Harman); separate Chair and CEO roles; regular executive sessions at each Board meeting .
- Board activity/attendance: Board met eight times in 2024; all independent directors attended Board and their committee meetings .
- Independence determinations: All directors except Mr. Bevis deemed independent under Nasdaq rules .
Performance & Track Record (under Bevis’ tenure)
| Item | 2024 Outcome |
|---|---|
| New Business Wins | $73 million (exceeded prior year and guidance), targeted end‑markets: vehicle control, energy efficiency, grid devices, medical |
| Margin/Profitability | Adjusted EBITDA and margins improved vs. 2023; exited unprofitable markets/contracts |
| Footprint/Workforce | Initiated closures at Dowagiac and Juarez; ~10% headcount reduction since 2023 |
| Balance Sheet | ABL facility refinanced (Dec 2024); leverage reduced to 2.97x (from 3.9x at 6/30/23) |
| Capital Markets/TSR | TSR value of $100 investment: $97.56 (2023) → $79.76 (2024); Net Income $(50.2)M (2023) → $(38.3)M (2024) |
Compensation Structure Analysis
- Equity-heavy, performance‑tilted package: ~60% of the inducement’s reported value/performance shares tied to multi‑year stock‑price hurdles; no new equity grants until 2028, concentrating incentives on long‑term TSR .
- AIP metrics emphasize cash generation and growth: Adjusted EBITDA, free cash flow, and new business wins weighted 100% to corporate outcomes .
- 2024 pay stability: No increase in base salary or target bonus vs. 2023 arrangement; majority of at‑risk pay unchanged .
- Potential supply/overhang and vesting cadence: 300,000 RSUs vest per year through 2027; 2.5 million PSUs could be earned if sustained price hurdles are met, with 5‑year cliff vesting—aligning with long‑term value creation but implying potential future dilution if hurdles are achieved .
Related Party, Risk Indicators, and Shareholder Context
- Section 16 compliance: No late filings for 2024 .
- Anti‑hedging/pledging: Hedging prohibited; no pledges by NEOs .
- Shareholder base: Corre Partners (12.44%) and Legion Partners (10.06%) disclosed as >5% holders as of Mar 17, 2025 .
- Governance strengths: Independent Chair; independent committees; annual director elections; clawback policy; majority voting; regular executive sessions .
Compensation Peer Group and Say‑on‑Pay
- The proxy describes use of peer comparisons and an independent consultant for executive pay; the Board recommends “FOR” say‑on‑pay at the 2025 meeting. Historical say‑on‑pay approval percentages not disclosed in the excerpts cited here .
Investment Implications
- Strong alignment with shareholders: No new equity grants until 2028; large, performance‑contingent PSU award requires sustained share‑price accretion over five years, creating long dated upside alignment but little near‑term equity refresh .
- Retention risk appears mitigated: Multi‑year RSU/PSU structure (annual 1/5 RSU vesting; 5‑year PSU cliff) and competitive severance/COC terms support continuity through the transformation plan .
- Execution signals: 2024 demonstrated operational improvements (margin, FCF focus, leverage reduction, portfolio actions) and robust new business momentum, but TSR and net income remain negative—sustained delivery against EBITDA/FCF targets and price‑hurdle progress will be key for future PSU realization and sentiment .
- Trading/flow considerations: Annual ~300k RSU vesting and potential PSU unlocks at higher prices create a defined cadence of equity supply; anti‑hedging/pledging protections and ownership guidelines (5x salary for CEO) reduce misalignment risks .