Thomas H. Wilson, Jr.

About Thomas H. Wilson, Jr.

Independent director since December 2019; age 63; Chair of NN’s Audit Committee and member of the Governance Committee. Background spans 40+ years across IBM, systems integration, enterprise software, M&A advisory; currently Managing Partner at DecisionPoint Advisors (mid-market tech M&A). Designated NN’s “audit committee financial expert,” reflecting depth in financial controls, auditing, accounting, and M&A. Also serves on the board of Jack Henry & Associates, Inc., where he chairs the Audit Committee and sits on the Governance Committee .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; Governance Committee member .
• Independence: Board determined Wilson (and all non-CEO directors) are independent under Nasdaq Rule 5605(a)(2) .
• Audit Committee: All independent; Wilson designated “audit committee financial expert.” Committee met 10 times in 2024; responsibilities include oversight of financial reporting, internal controls, enterprise risk, cybersecurity, auditor engagement/independence, and earnings releases .
• Governance Committee: All independent; met 5 times in 2024; oversees board composition, conflicts screening, committee chairs/membership, board/committee evaluations, and ESG oversight .
• Attendance: Board met 8 times in 2024 with all independent directors in attendance; directors also attended all meetings of committees on which they served; all then-current directors attended the 2024 annual meeting .
• Board structure: Independent, non-executive Chair (Jeri J. Harman); regular executive sessions of independent directors; limits on directors’ service on other public company boards and audit committees .

Fixed Compensation (Non-Employee Director Pay – 2024)

The company does not disclose director meeting fees beyond the cash/equity retainers above .

Performance Compensation

Other Directorships & Interlocks

• Public company boards: Jack Henry & Associates, Inc. (Audit Chair; Governance Committee member) .
• Compensation Committee interlocks: Company reports none; no NN executive officer sits on boards/comp committees that include NN’s Compensation Committee members .
• Related-party transactions: Company reports none with related persons; conflicts are governed by Code of Business Conduct and Ethics; any such transactions would require Board approval .

Expertise & Qualifications

• Audit committee financial expert; strong background in financial controls, auditing, financial management, accounting, and M&A; >40 years business experience .
• Risk oversight experience via Audit (financial, accounting, legal/regulatory, cybersecurity, internal controls) and Governance (board composition, evaluations, ESG) remits .

Equity Ownership

• Stock ownership policy: Non-employee directors must own shares equal to 3× annual retainer; beneficial ownership includes direct, joint, trust, and RSUs (vested/unvested). Company states it is in compliance with the policy except for Ms. Nixon (granted a waiver) .
• Anti-hedging/anti-pledging: Directors and officers are prohibited from hedging, pledging, or short selling company stock (pledging requires prior approval; policy states no such approvals requested); Board reiterates it does not permit hedging/pledging by directors/officers .

Say-on-Pay & Shareholder Voting Signals (2025)

• Director election (Wilson): For 30,811,548; Against 512,940; Abstain 15,905; Broker non-votes 12,961,023; For-vote ≈ 98.3% of votes cast (For / (For+Against+Abstain))—strong support .
• Say-on-Pay (advisory): For 29,148,423; Against 1,684,115; Abstain 507,855; Broker non-votes 12,961,023; For-vote ≈ 93.0% of votes cast—solid approval .

Governance Assessment

• Strengths

  • Independent director; Audit Committee Chair and designated audit committee financial expert—a strong signal for financial reporting and controls oversight .
  • High shareholder support in latest election (~98% For), indicating investor confidence in his oversight role .
  • Robust committee activity (Audit met 10x; Governance 5x), with full attendance by independent directors and directors attending all of their committees—engagement appears strong .
  • Director compensation mix leans to equity (time-based RS), aligning with shareholders; additional cash is role-based (chair fee), not performance-discretionary .
  • No related-party transactions reported; strict anti-hedging/anti-pledging policies for directors mitigate alignment risk .

• Watch items

  • External commitments: Chairs the Audit Committee at Jack Henry while chairing NN’s Audit Committee; governance summary notes limits on external board/audit committee service, but specifics and individual compliance thresholds are not disclosed. No attendance shortfalls reported, but time demands warrant ongoing monitoring .
  • Activist ownership context: Corre Partners (~12.44%) and Legion Partners (~10.06%) are significant holders—elevates scrutiny on board effectiveness and capital allocation; continued strong director support and audit rigor will remain important signals .

• Red flags

  • None identified regarding attendance, related-party transactions, hedging/pledging, or compensation anomalies for directors in the latest proxy period .

Overall, Wilson’s profile—independence, deep financial acumen, active audit leadership, and strong re-election support—supports investor confidence in NN’s financial oversight, with time-commitment adequacy the key item to monitor given dual audit-chair roles .