Documents & Charters

NN, INC.

AUDIT COMMITTEE CHARTER

I.          Purpose

The Audit Committee (the “Committee”) of the Board of Directors (the “Board) of NN, Inc. (the “Corporation”) shall provide assistance to the Board in fulfilling its responsibility to the shareholders, potential shareholders, and investment community with the respect to its oversight of:

• The Corporation's accounting and financial reporting processes and the audit of the Corporation’s financial statements;
• The quality and integrity of the Corporation’s financial statements;
• The Corporation’s compliance with financial reporting related legal and regulatory requirements including internal control over financial reporting;
• The independent auditor’s qualifications, independence, and performance;
• The performance of the Corporation’s Internal Audit Group; and
• The Corporation's process of identifying and managing major risks, including strategic, operational, and financial risks.

In addition, the Committee is responsible for the preparation of the report that the United States Securities and Exchange Commission (the “SEC”) rules require to be included in the Corporation’s annual proxy statement.

The Committee will fulfill these responsibilities primarily by carrying out the activities enumerated in Section V of this Charter.

II.        Composition

The Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be independent in accordance with the requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Nasdaq Stock Market LLC (the “NASDAQ”), and the Sarbanes-Oxley Act of 2002 (the “Act”). No member of the Committee can have participated in the preparation of the Corporation's or any of its subsidiaries' financial statements at any time during the past three years. All members of the Committee shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee. The members of the Committee shall be appointed by the Board based on recommendations from the Governance Committee of the Board. Unless the chairperson of the Board (the “Chairperson”) is designated by the full Board, the members of the Committee may designate a member of the Committee the Chairperson by majority vote of the full Committee membership. The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.

All members of the Committee must have a working familiarity with basic finance and accounting practices in order to be able to read and understand fundamental financial statements (including the Corporation’s balance sheet, income statement and cash flow statement). At least one member of the Committee must have past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background resulting in financial sophistication, as the Corporation’s board interprets such qualification in its business judgement. The Chairperson of the Committee will meet the definition of an “Audit Committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.

The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Committee at its next scheduled meeting.

III.      Meetings

The Committee shall meet at least four times annually, or more frequently as circumstances dictate, and at such times and places as the Committee shall determine. As part of its job to foster open communication, the Committee shall meet with management as often as it deems necessary to discuss any matters that the Committee or management believes should be discussed. In addition, the Committee shall meet with the independent auditors of the Corporation and management quarterly to review the Corporation’s financial statements and significant findings based upon the independent auditors’ review and auditing procedures. As necessary or requested, the Committee will meet separately from management with each of the following: the independent auditors of the Corporation, the Chief Executive Officer, the Chief Financial Officer, the General Counsel and the Vice President, Internal Audit.

The Committee should maintain minutes of its meetings and periodically report to the Board on significant matters relating to the Committee.

IV.       Authority

1. The independent auditors of the Corporation report directly to the Committee.
2. The Committee has authority to engage outside advisers and counsel, as it determines necessary to carry out its duties.
3. The Corporation must provide for appropriate funding, as determined by the Committee, for payment of: (i) compensation to any independent auditors for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation; (ii) compensation to any advisers employed by the Committee; and (iii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

V.        Responsibilities and Duties

To fulfill its oversight responsibilities, the Committee shall have the following duties and powers:

• With respect to the financial statements, the Committee shall:
  • Review with management and the Corporation’s independent auditors the financial results prior to releasing year-end earnings. The Committee shall also review the results of the audit with the independent auditors and will discuss certain matters as required to be communicated to audit committees in accordance with applicable accounting and auditing standards including those of the Public Company Accounting Oversight Board (PCAOB).
  • Review the Corporation’s annual audited financial statements, the disclosure under “Management's Discussion and Analysis of Financial Condition and Results of Operations” (“MDA&A”) and the form of audit opinion to be issued by the auditors on the financial statements to be included in the Corporation’s Annual Report on Form 10-K before the Form 10-K is filed with the SEC. This review should include a discussion with management and the independent auditors of significant issues regarding accounting principles, practices and judgments and the effect of regulatory and accounting pronouncements and off-balance sheet structures on the Corporation's financial statements.
  • Review and discuss with the Corporation's independent auditors and management the Corporation's quarterly financial statements and the disclosure under MD&A to be included in the Corporation's quarterly report on Form 10-Q before the Form 10-Q is filed; and to review and discuss the Form 10-Q for filing with the SEC.
  • Recommend to the Board whether the audited financial statements and the related MD&A disclosure should be included in the Corporation's annual report on Form 10-K for filing with the SEC; and to produce the audit committee report required to be included in the Corporation's proxy statement.
  • Consider the integrity of the Corporation’s financial reporting processes and controls and discuss significant risk exposures and the steps management has taken to monitor, control, and report such exposures. The Committee shall review significant findings by the independent auditors together with management’s response.
  • Confirm that the Corporation has implemented an internal policy that provides guidelines for determining how non-GAAP financial measures are generated, calculated, and disclosed.
  • Review with management and the independent auditors the Corporation’s quarterly financial results and earnings press releases, including the use of “pro forma” or “adjusted” non-GAAP information, as well as financial information and earnings guidance provided to analysts and rating agencies prior to the public release of earnings. Such discussions may be general (consisting of discussing the types of information to be disclosed and the types of presentations to be made), and each instance in which the Corporation provides earnings guidance need not be discussed in advance.
  • Review with the Corporation’s general counsel legal matters that may have a material impact on the financial statements, the Corporation’s related compliance programs and internal controls, and any material reports or inquiries received from regulators or governmental agencies that raise material issues regarding the Corporation’s financial statements or accounting policies.
  • Review disclosures by the Corporation’s principal executive officer and principal financial officer during the certification process in connection with the preparation of the Corporation’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q about any significant deficiencies in the design or operation of internal controls over financial reporting or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Corporation's internal controls. The Committee shall also annually review and discuss management’s evaluation of the adequacy of disclosure controls and procedures and internal control over financial reporting, including any attestation of the same by the independent auditors.
  • Based on the review and discussions referred to above, determine whether to recommend to the Board that the Corporation's audited financial statements be included in the Corporation's Annual Report on Form 10-K for the latest fiscal year for filing with the SEC.
  • In conjunction with the independent auditors and the internal auditors, review the integrity of the Corporation's financial reporting processes, both internal and external.
  • Review any significant disagreement among management and the independent accountants in connection with the preparation of the financial statements.
  • Consider and approve, if appropriate, major changes to the Corporation's accounting principles and practices proposed by management.
• With respect to the independent auditors, the Committee shall:
  • (A) Select and retain an independent registered public accounting firm to act as the Corporation's independent auditors for the purpose of auditing the Corporation's annual financial statements, books, records, accounts and internal controls over financial reporting, subject to ratification by the Corporation's shareholders of the selection of the independent auditors, (B) set the compensation of the Corporation’s independent auditors, (C) oversee the work done by the Corporation’s independent auditors and terminate the Corporation's independent auditors, if necessary.
  • Select, retain, compensate, oversee and terminate, if necessary, any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation.
  • Review the independent auditors’ annual, formal written statement delineating all relationships between the auditor and the Corporation, consistent with the applicable rules of the PCAOB. The Committee will actively engage in a dialogue with the auditor with respect to any disclosed relationships or services that may impact the objectivity and take appropriate action to oversee the independence of the independent auditor.
  • At least annually, obtain and review a report by the Corporation's independent auditors that describes (A) the accounting firm's internal quality control procedures, (B) any material issues raised by the most recent internal quality control review, peer review or PCAOB review or inspection of the firm or by any other inquiry or investigation by governmental or professional authorities in the past five years regarding audits carried out by the firm and any steps taken to address any such issues raised during the reviews
  • Ensure the rotation of the audit partners as required by law. Consider whether, in order to ensure continuing auditor independence, it is appropriate to adopt a policy of rotating the independent auditing firm on a regular basis.
  • Review and assess policies relating to the Corporation’s employment of current or former employees of the Corporation’s independent auditors.
  • Pre-approve all audit and permitted non-audit services and fees to be performed by the independent auditors or other registered public accounting firms. Meet with the independent auditor prior to the audit to discuss the planning and staffing of the audit. The Committee will consider whether the engagement of the independent auditors for non-audit services is compatible with maintaining the independent auditor’s independence, and such services will only be those permissible by the Act and any NASDAQ requirements.
  • Establish regular systems of reporting to the Committee by management and the independent auditors regarding any significant judgments made in management's preparation of the financial statements. Discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 114 relating to any significant difficulties encountered during the course of the review or audit, including any restrictions on the scope of the work or access to required information.
  • Discuss with the independent auditors any significant changes in auditing standards or their audit scope. Discuss with the independent auditor material issues on which the national office of the independent auditor was consulted by the Corporation’s audit team.
• With respect to Internal Audit, the Committee shall:
  • Establish a direct reporting relationship with the Vice President, Internal Audit and the internal audit function. The Committee shall review the appointment, replacement and reassignment and periodically evaluate the performance of the Vice President, Internal Audit.
  • Discuss with the Vice President, Internal Audit and senior management the appropriate authority, role, responsibilities, scope, and services (assurance and/or advisory) of the internal audit function.
  • Ensure the Vice President, Internal Audit has unrestricted access to and communicates directly with the Committee, including in private meetings without senior management present.
  • Annually review and approve the internal audit function’s charter, which includes the internal audit mandate and the scope and types of internal audit services.
  • Discuss the adequacy of the Corporation’s internal control over financial reporting with Internal Audit, including the risk of fraud and the implementation of fraud controls.
  • Work with senior management to ensure the internal audit function has the required budget and resources, as well as unrestricted access to the data, records, information, personnel and physical properties necessary to fulfill the internal audit mandate.
  • Approve the risk-based internal audit plan and receive communications from Internal Audit about its performance relative to its plan.
  • Ensure a quality assurance and improvement program has been established and review the results annually.
  • Acknowledge the actual or potential impairments to the internal audit function’s independence when approving roles or responsibilities for the Vice President, Internal Audit that are beyond the scope of internal auditing.
• With respect to risk and compliance, the Committee shall:
  • As appropriate, obtain advice and assistance from independent legal, accounting or other advisors or consultants selected and retained by the Committee.
  • Establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
  • Review with management and advise the Board with respect to the Corporation’s policies and procedures regarding compliance with applicable laws and regulations and with the Corporation’s Code of Conduct and Ethics and obtain reports concerning the monitoring of compliance with such policies.
  • Discuss with management the Corporation’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Corporation’s risk assessment and risk management policies.
  • Review and approve in advance or ratify all related party transactions.
  • Meet at least quarterly with management responsible for the oversight of the Corporation’s cybersecurity programs and information systems and, to the extent appropriate, the internal audit department, for a report on the Corporation’s cybersecurity risks, including a review of the endeavors management has undergone to identify, assess, monitor and address those risks and management’s recovery plans to address cybersecurity incidents.
• Others
  • The Committee shall have the authority, in its sole discretion, to retain and obtain the advice and assistance of independent outside counsel, accountants and such other experts and advisors as it deems necessary to fulfill its duties and responsibilities under this Charter. The Committee shall set the compensation, and oversee the work, of any outside counsel and other advisors.
  • The Committee shall review and reassess, at least annually, the adequacy of this Charter and make recommendations to the Board, as conditions dictate, to update this Charter.
  • The Committee shall conduct an annual evaluation of the performance of its duties under this Charter and shall present the results of the evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate.

Revised as of: May 5, 2025

IV.         MEETINGS

Meetings of the Compensation Committee will be held at the pleasure of the Board or the members of the Compensation Committee, from time to time, but no less than one time annually.

 Revised as of: August 19, 2025

NN, INC.

GOVERNANCE COMMITTEE OF

THE BOARD OF DIRECTORS

CHARTER

I. PURPOSE

The Governance Committee, under powers delegated to it by the Board of Directors (the “Board”) of NN, Inc. (the “Corporation”), shall have the responsibility for the functioning of the Board and its Committees. The Governance Committee’s primary duties and responsibilities are to:

• Recommend nominees to the Board and the appointment of Directors to Committees of the Board;
• Oversee and review the processes for providing information to the Board;
• Develop and recommend to the Board a set of Corporate Governance Principles applicable to the Corporation; and
• Oversee an annual evaluation of Board and Board Committee performance.

The Governance Committee will fulfill these responsibilities primarily by carrying out the activities enumerated in Section IV of this Charter.

II. COMPOSITION

The Governance Committee shall be comprised of three or more Directors as determined by the Board, each of whom shall be independent directors as defined under any applicable rules of the Nasdaq Stock Market (or other market system in which the Corporation’s shares are traded) and the Sarbanes-Oxley Act of 2002 (the “Act”) and the rules promulgated under the Act.

The members of the Governance Committee shall be appointed by the Board, on the recommendation of the Governance Committee of the Board, at the annual organizational meeting of the Board and serve until their successors shall be duly elected and qualified. The Chairperson(s) are elected to provide important continuity to the role.

Unless a Chairperson is elected by the full Board, the members of the Governance Committee may designate a Chairperson by majority vote of the full Governance Committee membership.

III. MEETINGS

The Governance Committee will meet periodically, but not less than once annually. The Governance Committee will report to the Board of Directors following the meetings of the Committee.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Governance Committee shall:

Charter

     1. Review and assess, at least annually, the adequacy of this Charter and make recommendations to the Board, as appropriate, to update this Charter.

Board and Committee Nominees

     2. Review and recommend candidates for membership to the Board

• Establish procedures for the retirement or replacement of Board members
• Establish a process and criteria for Board membership
• Review candidate’s qualifications and any potential conflicts with the Corporation’s interests

          - In evaluating director nominees, including candidates submitted by shareholders, the Governance Committee will consider the candidate’s experience, qualifications, attributes, and skills. The Governance Committee will also consider the candidate’s integrity, ability to make independent analytical inquiries, understanding of our business environment and willingness to devote adequate time to board duties. The Governance Committee will also consider whether a candidate meets the definition of “independent director” under Nasdaq rules.

• Assess the contributions and qualifications of current Directors in connection with their re-nomination to the Board of Directors

          - This will be facilitated by the development of a process for evaluating individual Board members, their skills, expertise, contribution and effectiveness in working with other Board members and management

• Develop the process and qualifications profile that a shareholder may use to nominate a Director at Annual Meetings

     3. Review and recommend candidates for membership on Committees of the Board

• Establish a process and criteria for Committee membership and each Committee’s chairperson

     4. Develop a process by which stockholder suggestions for Board nominees are considered

Board Information

     5. Periodically review the content, quality and timeliness of information furnished by management to Directors for Board meetings and at other such times as Director input or approval is appropriate

• Also, periodically review the structure, content and dynamics of Board meetings, for overall effectiveness in meeting fiduciary responsibilities

Governance Principles

     6. Develop and recommend to the Board a set of Corporate Governance Principles, applicable to the Corporation

• These Principles should be communicated to the Corporation’s stockholders and should be readily available to prospective investors and other interested parties

Board and Committee Evaluation

     7. Develop the process and criteria for and oversee an annual evaluation of Board, Board Committee and individual Director performance

Orientation of New Directors and Board Continuing Education

     8. Sponsor appropriate continuing Board seminars in legal and financial issues to insure a complete and “real time” understanding of relevant issues in these fields           

     9. Develop a comprehensive process to orient a new Director to the Corporation, its long-term strategy and Corporate Governance approach

Code of Ethics

     10. Periodically review and evaluate the effectiveness of the NN, Inc. Code of Business Conduct and Ethics

Director and Officer Insurance

     11. Review D&O insurance coverage, indemnification provisions and policies relating to the advancement of expenses, review developments in law regarding D&O insurance, exculpatory charter provisions and indemnification/advancement of expenses and make recommendations to the full Board

Sustainability

     12. Oversee the Corporation’s strategy on sustainability-related matters, including evaluating the impact of the Corporation’s practices on communities and individuals, develop and recommend to the Board for approval policies and procedures related to the Corporation’s sustainability-related activities, and develop and monitor ongoing compliance with the Corporation’s sustainability programs, including review of annual sustainability-related disclosures issued by the Corporation.

Revised as of: May 14, 2024

NN, INC.

PRINCIPLES OF CORPORATE GOVERNANCE

NN’s Principles of Corporate Governance should be viewed in the context of the role of the Board of Directors.

I. ROLE OF THE BOARD

1. The Board of Directors is responsible for determining the Corporation’s long-term strategy and monitoring management on behalf of the Corporation’s shareholders.
   • The single most important function of the Board is the selection, evaluation and compensation of a well-qualified and ethical CEO.
   • Directors will represent the interests of the Corporation and all of the shareholders and will not represent the interests of particular constituencies.
   • Directors will be committed to the corporation, its business plans and long-term shareholder value enhancement.
   • The Board will hold managers and advisors accountable.
2. Other Board oversight functions include:
   • Planning for management succession,
   • Understanding and reviewing annual operating plans and budgets,
   • Focusing on the integrity and clarity of the Corporation’s financial statements and financial reporting,
   • Engaging outside auditors and considering independence issues,
   • Advising management on significant issues facing the Corporation,
   • Reviewing and approving significant Corporate actions,
   • Nominating Directors and committee members and overseeing effective Corporate governance,
   • Providing effective, independent judgment, and
   • Provide guidance and authorization for compensation policies and structure for executive officers of the Corporation.

II. CORPORATE GOVERNANCE PRINCIPLES

1. The Board intends that, except during periods of temporary vacancies, a substantial majority of the Directors will be independent.
   • Each standing Board committee is composed of entirely independent Directors.
   • The Board will consist of three standing committees; Governance, Audit and Compensation.
2. Each standing Board committee will have a written Charter.
3. The Governance Committee is charged with the oversight of corporate governance, including the selection of candidates for the Board.
4. The Board should be composed of directors chosen on the basis of their character, integrity, judgment, skills, background and experience of particular relevance to the Corporation. Directors should also represent the balanced, best interests of the stockholders as a whole rather than special interest groups or constituencies. At the same time, in addressing the overall composition of the Board, characteristics such as diversity (including gender and race), age, international background, and expertise should be considered as well. When searching for new directors, the Board should actively seek out qualified women and individuals from minority groups to include in the pool from which Board nominees are chosen. Each director should be an individual of the highest character and integrity, with the ability to work well with others and with sufficient time available to devote to the affairs of the Corporation in order to carry out the responsibilities of a director
5. The Audit Committee has sole authority to hire and fire the independent auditor and to approve all audit engagement fees and terms, as well as any significant non-audit engagements with the independent auditors.
   • The Audit Committee meets regularly with the independent auditors and has a financial expert as its chairperson.
6. The Compensation Committee has four interrelated responsibilities; overseeing the Corporation’s overall compensation programs, evaluating the performance of the CEO, review of the succession plan for the CEO and key Officers of the Corporation and setting CEO and senior management compensation.
7. Standing Board committees are permitted to hire outside advisors.
8. The Board and each standing committee perform annual self-evaluations.
9. Non-management Directors meet regularly in executive session.
   • The Chairman of the Governance Committee presides at the executive sessions.
10. NN has a clear policy regarding a code of business conduct and ethics that has been communicated to all employees.
    • We have a means for employees to alert management and/or Directors of misconduct without fear of retribution.
11. Directors have appropriate access to senior management.
12. Officer Directors receive no compensation for their service as Directors.
13. Materials relevant to Board meetings are provided to Directors in advance.
14. The Board receives regular reports on succession planning.
15. NN will not re-price stock options.
16. The Corporation will hire only investment banking firms with complete separation between banking and analyst functions.
17. Shareholders will be given the opportunity to approve the adoption of all equity based compensation plans.
18. The Corporation will sponsor education for the Board in legal and financial areas on a regular basis.
19. All new Board members will receive orientation regarding the Corporation, its areas of business.
20. Serving on other boards of directors broadens the knowledge and experience of a Director and enhances the ability of a Director to contribute and participate effectively on the Board. At the same time, however, no Director can serve the Corporation effectively without dedicating substantial time and energy to Board duties. Therefore, Directors are encouraged to limit the number of other boards on which they serve.  Unless otherwise approved by a majority of the Board of Directors (excluding the affected member), the following specific restrictions apply to other public company board and committee service:
    • A non-management Director may not serve on more than four public companies' boards of directors, including the Corporation’s Board.
    • Directors who are also full-time employees of a public company may not serve on more than three public companies' boards of directors, including the Corporation’s Board.
    • Directors who are full-time employees of the Corporation may not serve on more than two public companies' boards of directors, including the Corporation’s Board.
    • Due to the demanding nature of service on the Audit Committee, the members of the Audit Committee may not serve on the audit committee of more than three public companies, including the Corporation’s Audit Committee.