Raynard D. Benvenuti
About Raynard D. Benvenuti
Independent director of NN, Inc. since January 2020 (age 69), Benvenuti chairs the Compensation Committee and serves on the Audit Committee. He founded Concord Investment Partners in 1996 and remains Managing Director; prior roles span private equity and operating leadership in aerospace/automotive, and he is a NACD Certified Director with CERT certification in Cybersecurity Oversight, underscoring board-level risk and cyber expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Concord Investment Partners | Founder & Managing Director | 1996–present | Invests in engineering-centric aerospace/automotive/industrial; strategic, financial, operational governance expertise |
| Greenbriar Equity Group, L.P. | Managing Partner/Managing Director; Operational practice leader (aerospace & automotive/truck) | 2007–2015 | Served on five boards, three as Chairman; turnaround/highly leveraged situations |
| Align Aerospace, LLC | Chairman & interim CEO | n/d | Oversaw aerospace distribution company operations/turnaround as portfolio leader |
| Stellex Aerostructures, Inc. | President & CEO | 2002–2006 | Led manufacturer of large aircraft structural components; company sold to GKN plc in 2006 |
| Forstmann Little & Co. | Investment professional | pre-2002 | Private equity investing |
| McKinsey & Company | Consultant | pre-2002 | Strategy/operational improvement for high tech/industrial clients |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Superior Industries International, Inc. (NYSE: SUP) | Director | Public | 2020–2024 | Automotive aluminum wheels manufacturer |
| Multiple Greenbriar portfolio boards | Director/Chair (3 as Chair) | Private | 2007–2015 | Including Align Aerospace; five boards total |
Board Governance
- Independence: Independent director; nominees list shows “Independent: Yes” .
- Committee assignments: Audit Committee member and Compensation Committee Chair .
- Attendance: Board met 8 times in 2024 with all independent directors in attendance; directors attended all committee meetings on which they served; all then-current directors attended the 2024 annual meeting .
- Committee activity levels: Audit Committee met 10 times in 2024; Compensation Committee met 5 times; Governance Committee met 5 times .
- Board leadership: Independent Non-Executive Chairman; roles of Chair and CEO are separated; committees consist entirely of independent directors; independent directors meet in executive session .
- Compensation Committee responsibilities and independence: Sets goals/approves CEO and senior executive pay; supervises incentive plans; retains independent consultant. Meridian Compensation Partners serves as independent consultant following annual conflict assessment .
Committee Membership Matrix (2024)
| Director | Audit | Compensation | Governance |
|---|---|---|---|
| Raynard D. Benvenuti | X | Chair |
Fixed Compensation
2024 Director Compensation Structure
| Component | Amount/Terms |
|---|---|
| Annual retainer (non-employee directors) | $230,000 total; $80,000 cash paid quarterly; $150,000 restricted stock (1-year vest) |
| Chair fees | Non-Executive Chairman: +$75,000; Audit Chair: +$15,000; Compensation Chair: +$12,500; Governance Chair: +$10,000 |
2024 Actual – Benvenuti (Non-Employee Director)
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 92,500 |
| Stock Awards (grant date fair value) | 149,998 |
| Total | 242,498 |
Notes: 29,880 restricted shares granted to each director on March 19, 2024; vest in full on first anniversary .
Performance Compensation
Directors receive time-based equity (no performance metrics). 2024 grant and 2025 grant mechanics below.
| Grant Date | Instrument | Shares | Grant-Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Mar 19, 2024 | Restricted Stock | 29,880 | 149,998 | 100% on 1st anniversary | None (time-based) |
| Mar 18, 2025 | Restricted Stock | n/d | n/d | Vests Mar 18, 2026 | None (time-based) |
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Superior Industries International (NYSE: SUP) | Auto components | Director (2020–2024) | Industry adjacency to NN’s transportation/industrial customers, but no related-party transactions disclosed by NN |
Expertise & Qualifications
- Turnaround and leveraged-situation experience across aerospace/automotive/manufacturing; strategic, financial, operational, and governance expertise .
- NACD Certified Director; CERT in Cybersecurity Oversight (Carnegie Mellon SEI) .
- Audit Committee experience; Compensation Committee chairing experience .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Ownership Vehicle | % of Class |
|---|---|---|---|
| Raynard D. Benvenuti | 330,984 | Includes 301,104 via Benvenuti Holdings LLC | * (<1%) |
- Outstanding shares at record date (for context): 49,869,511 (Mar 17, 2025) .
- Stock ownership guidelines: Non-employee directors must hold stock equal to 3× annual retainer; beneficial ownership counts vested/unvested RSUs; policy applies across executives and directors .
- Hedging/pledging: Company prohibits hedging and pledging by directors; pledging requires prior approval, and policy states such transactions are not permitted for executive officers and directors .
- Related-party transactions: Company disclosed none; Board oversees potential conflicts under Code of Conduct and Ethics .
Insider Trading Activity
| Date (Filing/Trade) | Type | Shares | Price ($) | Notes |
|---|---|---|---|---|
| May 29, 2024 (filed) | Sale/transfer by Trust to Benvenuti Holdings LLC | 236,104 | 3.14 | Estate planning internal transfer to LLC |
| May 31, 2024 (filed) | Gift | n/d | n/a | “Gifted all fully vested shares … for estate planning purposes” |
| Aug 19, 2024 (filed Aug 21, 2024) | Purchase | 10,000 | 3.74 | Open-market purchase per Form 4/aggregator data |
| Mar 18, 2025 (filed Mar 20, 2025) | RS grant | n/d | n/d | Director restricted stock grant; vests Mar 18, 2026 |
Governance Assessment
- Board effectiveness and engagement: Strong indicators include independent status, dual committee service with Compensation Committee chair role, and 100% attendance at board and assigned committee meetings in 2024, alongside active committee cadence (Audit 10x; Comp 5x; Gov 5x) and independent board leadership structure .
- Alignment and incentives: Director pay blends cash ($92,500) and equity ($149,998) with 1-year vesting on RS, plus added Compensation Chair fee ($12,500), supporting alignment via equity retainer and modest cash leadership premium .
- Ownership and skin-in-the-game: Beneficial ownership of 330,984 shares (<1% of class), largely via Benvenuti Holdings LLC (301,104 shares), with robust ownership guidelines for directors (3× retainer) reinforcing long-term alignment; anti-hedging/anti-pledging policies mitigate misalignment risks .
- Conflicts and related-party exposure: Company disclosed no related-party transactions and maintains conflict oversight under its Code of Conduct; Compensation Committee engages an independent consultant vetted annually for conflicts .
- Signals from insider activity: 2024 included estate-planning transfers (gift and trust-to-LLC sale/transfer) and a modest open-market purchase (10,000 shares), which can signal confidence, though size is limited relative to total ownership .
RED FLAGS (none material disclosed):
- No director-related party transactions disclosed; anti-hedge/pledge policy in place; full attendance reported. Monitor for any future transactions involving Concord Investment Partners in NN’s ecosystem, given industry overlap, though none are disclosed at present .