Jami A. Statham
About Jami A. Statham
Senior Vice President, General Counsel and Corporate Secretary at NN, Inc. (NNBR), joined on July 8, 2024, bringing approximately 20 years of legal experience in the manufacturing industry supporting legal/compliance risk management and the commercial team . 2024 company context: NN’s pay-versus-performance disclosure shows a year-end $100 TSR value of $79.76 and a net loss of $38.3 million, framing a turnaround under a transformation plan where adjusted EBITDA met the incentive gate and new business wins exceeded targets .
Past Roles
Not disclosed in the proxy beyond high-level experience.
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Manufacturing industry companies (unspecified) | Legal counsel/executive roles | ~20 years | Legal & compliance risk management; support to commercial team |
External Roles
No public company board or external directorships disclosed in the proxy.
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Base Salary | $350,000 |
| Target Bonus % of Base | 50% |
| Sign-on Bonus | $20,000 (one-time) |
| All Other Compensation | $3,249 (401(k) match $2,962; excess group term life premiums $257; other $30) |
Performance Compensation
Annual Executive Incentive Compensation (EIC) – 2024 Design and Outcomes
| Metric | Weight | Threshold | Target | Maximum | 2024 Result | Notes |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (millions) | 40% | $41.81 | $49.19 | $56.57 | $49.01 | Gate: either FCF ≥ $9.0m or EBITDA ≥ $41.8m must be met; gate satisfied via EBITDA |
| Free Cash Flow (millions) | 30% | $8.98 | $11.23 | $13.47 | $7.30 | Below threshold; adjusted for FX, sale-leaseback, and one-time items |
| New Business Wins (millions) | 30% | $52.00 | $65.00 | $78.00 | $72.91 | Above target |
| Executive | EIC Target Bonus (% of Base) | Total EIC Payout Level | Actual EIC Award ($) |
|---|---|---|---|
| Jami A. Statham | 50% | 78.7% | $66,745 |
Contractual minimum bonus: $50,000 for 2024 per employment agreement; actual payout exceeded the minimum .
Long-Term Equity Incentive Awards – 2024 Grants
| Award Type | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| Restricted Stock | 7/8/2024 | 15,880 | $47,958 | Vests in three equal annual installments beginning on first anniversary of grant (i.e., first vesting expected beginning 7/8/2025) |
| TSR-based PSUs | 7/8/2024 | Threshold: 7,940; Target: 31,760; Max: 47,640 | $109,890 (grant-date fair value, Monte Carlo) | Vests based on total shareholder return (TSR) relative to a custom subset of S&P SmallCap 600 Capital Goods + peers over a multi-year period; target payout requires 55th percentile TSR ranking |
Outstanding Equity at FY-End 2024
| Award Type | Unvested Shares (#) | Market Value ($) |
|---|---|---|
| FY 2024 Restricted Stock | 15,880 | $51,928 (at $3.27 close) |
| FY 2024 TSR Award (PSUs) | 31,760 (assumes target) | $103,855 (at $3.27 close, assumes target) |
Stock awards values reflect the closing price of $3.27 on December 31, 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 15,880 shares; less than 1% of class |
| Shares Outstanding | 49,869,511 (record date March 17, 2025) |
| Vested vs Unvested | RS: 15,880 unvested; PSUs: 31,760 unvested (assumes target); no 2024 vesting reported for Statham |
| Options | None outstanding for Statham |
| Stock Ownership Guidelines | Section 16 officers must own ≥3x base salary within five years of appointment; company states policy compliance except Ms. Nixon (waiver) |
| Hedging/Pledging | Hedging prohibited; pledging requires CEO and GC approval; to date no NEO pledges and no approval requests |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement Structure | Written employment/separation agreements auto-renew unless terminated; non-compete lasts 18–24 months post-employment depending on separation reason |
| Termination Without Cause | Cash severance = 1.5x base salary; plus lump sum equal to 12 months of COBRA premiums |
| Change of Control (Double Trigger) | Cash severance = 1.5x base salary + 1.5x target annual bonus; plus lump sum equal to 24 months of COBRA premiums; equity acceleration as applicable |
| CIC Economics (as of 12/31/2024) | Cash Severance: $712,517; RS Acceleration: $51,928; PSU Acceleration: $103,855; Total: $868,300; RS value at $3.27 close |
| Clawback | Incentive compensation recoupment policy applies to all incentive awards including equity |
| Perquisites (2024) | 401(k) match $2,962; life insurance premium $257; other $30 |
| Insider Compliance | No Section 16(a) filing delinquencies noted for 2024 |
Investment Implications
- Alignment: Anti-hedging and near-prohibition on pledging, plus stringent ownership guidelines (3x salary within five years) reduce misalignment risk; company states compliance with guidelines except Ms. Nixon (waiver) .
- Retention: Contractual severance of 1.5x salary and CIC of 1.5x salary + 1.5x target bonus, plus RS/PSU acceleration under CIC, provide retention but with standard market protections; CIC illustrative total $868,300 as of 12/31/2024 .
- Vesting/Selling Pressure: RS vests ratably over 3 years from 7/8/2024 (15,880 shares), which moderates immediate selling pressure; PSUs (31,760 target) are TSR-contingent, creating multi-year performance tether .
- Pay-for-Performance Signals: 2024 EIC gate met via EBITDA, FCF missed, and new business wins above target; payout at 78.7% (Statham $66,745), reinforcing a balanced incentive mix tied to EBITDA, FCF, and commercial wins .
- Shareholder Sentiment: Say-on-pay support of ~87% in 2024 suggests broad investor acceptance of compensation design amid transformation efforts .
- Corporate Context: 2024 TSR of $79.76 per initial $100 and net loss of $38.3M underscore execution risk as the transformation progresses; monitoring PSU TSR percentile outcomes and cash generation improvements is critical .