Jeri J. Harman
About Jeri J. Harman
Independent non‑executive Chairman of NN, Inc.’s Board since January 4, 2021; director since February 2019; age 67. Founder and Chairman of Avante Capital Partners, with 40+ years of financing experience across >$2B of aggregate investments, focused on value creation, capital allocation, M&A, financial strategy, and board‑level governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avante Capital Partners | Founder & Chairman | Not disclosed | Led unitranche/sub debt/minority equity investing; firm recognized by SBA and PEWIN; deep capital allocation and M&A expertise applied to portfolio governance |
| Allied Capital (publicly traded PE/mezz fund) | Los Angeles Office Founder; Investment Committee member | Not disclosed | Investment Committee role; leadership building West Coast presence and deal flow |
| American Capital (publicly traded PE/mezz fund) | Los Angeles Office Founder | Not disclosed | Start‑up leadership; expanded origination platform |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Avante Capital Partners | Founder & Chairman | Private investment firm | >$900M AUM; SBIC and Women‑Owned Firm of the Year accolades |
| Various private companies | Director | Private boards | Service on boards of a number of private companies (names not disclosed) |
Board Governance
- Board leadership: Independent, non‑management Chairman; agenda‑setting and presiding over executive sessions of independent directors; separation of Chair and CEO deemed most appropriate; Harman facilitates Board–CEO communications .
- Independence: Board determined Harman is independent under Nasdaq Rule 5605(a)(2); all standing committees are fully independent .
- Committees: Compensation Committee member; Governance Committee member (not Chair) .
- Attendance: Board met 8 times in 2024 with all independent directors in attendance; directors attended all committee meetings; all current directors attended the 2024 annual meeting . In 2023, Board met 9 times with all independent directors in attendance; all then‑current directors attended the 2023 annual meeting .
- Executive sessions: Regular executive sessions of independent directors; all standing committees composed solely of independent directors .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation Committee | Member | 5 meetings |
| Governance Committee | Member | 5 meetings |
Fixed Compensation
| Year | Cash Retainer ($) | Additional Chair/Committee Cash ($) | Total Cash ($) | Equity Grant | Equity Grant Details |
|---|---|---|---|---|---|
| 2024 | 80,000 | 75,000 (Non‑Exec Chairman retainer) | 155,000 | 149,998 restricted stock | 29,880 shares granted 3/19/2024; vest 1 year from grant |
| 2023 | 80,000 | 75,000 (Non‑Exec Chairman retainer) | 155,000 | 149,999 restricted stock | 140,186 shares granted 4/1/2023; vest 1 year from grant |
Notes:
- Director compensation structure: no meeting fees disclosed; committee chair fees apply to other chairs (Audit $15k, Comp $12.5k, Governance $10k); Harman not a committee chair .
- Annual non‑employee director program: $230,000 total target (cash + equity) plus role‑based premia; reviewed/approved by Compensation Committee .
Performance Compensation
| Element | Presence | Details |
|---|---|---|
| Options | Not disclosed for directors | No option awards disclosed in director compensation section/table |
| PSUs/Performance‑based equity | Not disclosed for directors | Director equity is time‑vested restricted stock; one‑year vesting; no performance metrics disclosed for directors |
| Clawback | Policy applies to incentive compensation | Company maintains recoupment policy; primarily designed for executive incentive awards; equity awards under plans subject to clawback . |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Harman in NN proxy biography |
| Committee interlocks (Comp Committee) | None; Compensation Committee comprised of independent non‑employees; no insider participation or interlocks disclosed . |
Expertise & Qualifications
- Capital allocation, M&A, financial strategy, risk management, balance sheet management; organizational development and strategic planning; portfolio board experience at private companies .
- Brings investor/operator perspective to oversight and strategy as independent Chair .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Record Date Context |
|---|---|---|---|
| Jeri J. Harman | 308,265 | <1% (“*”) | Shares outstanding: 49,869,511 as of 3/17/2025 |
Ownership alignment policies:
- Stock ownership guidelines: non‑employee directors must hold shares equal to 3× annual retainer; beneficial ownership includes RSUs (vested and unvested) .
- Anti‑hedging/anti‑pledging: policy prohibits hedging and pledging by directors and officers; no pledging requests reported for NEOs to date .
- Section 16 compliance: Company reported no director/executive Section 16(a) noncompliance for 2024; 2025 proxy notes no instances for covered persons .
Governance Assessment
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Strengths supporting investor confidence:
- Independent non‑executive Chair with deep investing/M&A credentials leading executive sessions and Board agenda; clear separation from CEO .
- Committees fully independent; majority voting in uncontested elections; regular Board/committee self‑evaluations; reduced Board size for efficiency (9→7) .
- Robust attendance and engagement across Board and committees; clear ESG oversight by Governance Committee .
- Conservative director pay structure with time‑vested equity; reasonable premia for role‑based responsibilities .
- Clawback policy, anti‑hedging/anti‑pledging, and ownership guidelines reinforce alignment and risk control .
- No related‑party transactions disclosed; conflicts of interest controlled via Code of Conduct and Board oversight .
-
Potential watch‑items:
- Director equity is time‑based (not performance‑based); alignment relies on ownership guidelines rather than explicit director‑level performance metrics .
- No public company directorships disclosed for Harman (limits broad public board cross‑visibility, but reduces interlock risk) .
- Say‑on‑pay context (executives): 87% support in 2024, signaling improved shareholder alignment versus prior year; continued monitoring warranted .