NN Inc.
07/24/2026 | Press release | Distributed by Public on 07/24/2026 14:13
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 23, 2026 (the "Grant Date"), the Board of Directors (the "Board") of NN, Inc. (the "Company") and the Compensation Committee of the Board (the "Committee"), approved the grant of 250,000, 140,000 and 110,000 performance share units (at target) ("PSUs") pursuant to the Company's Amended and Restated Omnibus Incentive Plan (the "Plan") and an award agreement thereunder (the "Award Agreement") to each of Harold Bevis, the Company's President and Chief Executive Officer, Tim French, the Company's Chief Operating Officer, and Chris Bohnert, the Company's Senior Vice President and Chief Financial Officer, respectively, to reward each such executive for their performance to date, motivate the achievement of the Company's strategy, and retain each such executive's leadership.
The vesting of the PSUs is subject to the achievement of certain performance goals based on four metrics (weighted 25% each): (i) the Company's cumulative adjusted EBITDA, free cash flow, and net sales, respectively, during the period beginning January 1, 2026 and ending December 31, 2028, and (ii) the Company's total shareholder return ("TSR") as compared to the TSR of a specified group of peer companies during the three-year period beginning on the Grant Date and ending on the third anniversary of the Grant Date. Payouts of the PSUs will range from 0% to 200% of the target number of PSUs based on actual achievement against the performance goals.
Vesting generally requires each executive's continued service to the Company through the date that the Committee certifies whether the performance goals have been achieved. However, in the event of a termination of the executive's service due to death or disability, the PSUs will vest, either at target or based on actual performance, prorated based on the amount of time the executive remained in service with the Company during the applicable performance period. In the event of a Change in Control, vesting will be determined on a prorated basis, using only the relative TSR component.
The foregoing description of the PSUs is a summary of their material terms, does not purport to be complete and is qualified in its entirety by reference to the full text of Plan and Award Agreements. A copy of the form of Award Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. A copy of the Plan is filed as Appendix A to the Company's definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 6, 2026, and is incorporated herein by reference.
NN Inc. published this content on July 24, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 24, 2026 at 20:13 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]