Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2020, to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
The management of NN, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020, based on the criteria described in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management has determined that the Company's internal control over financial reporting was effective as of December 31, 2020.
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Grant Thornton LLP, the independent registered public accounting firm that has audited our consolidated financial statements, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, as stated in their report included in Item 8 of this Annual Report.
Remediation of Previously Identified Material Weaknesses
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.
In our 2019 Annual Report, management identified the following control deficiencies that constituted material weaknesses in our internal control over financial reporting as of December 31, 2019:
• We did not maintain an effective control environment due to a lack of a sufficient complement of personnel with an appropriate level of knowledge, experience and training commensurate with our financial reporting requirements. This material weakness resulted in immaterial misstatements to income tax receivable; other current assets; property, plant and equipment, net; goodwill; investment in joint venture; other non-current assets; accounts payable; accrued salaries, wages and benefits; other current liabilities; deferred tax liabilities; other non-current liabilities; additional paid in capital; accumulated deficit; accumulated other comprehensive income (loss); selling, general and administrative expense; depreciation and amortization; other operating expense/income; write-off of unamortized debt issuance costs; provision/benefit for income taxes; comprehensive income/loss; and cash flows in our consolidated financial statements for the interim and annual periods in the years ended December 31, 2019, 2018 and 2017, and prior periods.
• We did not design and maintain effective monitoring controls over our Paragon Medical business. Specifically, we did not maintain personnel and systems that were sufficient to ensure the adequate monitoring of control activities for certain processes. This material weakness did not result in a material misstatement to the financial statements.
These material weaknesses contributed to the material weaknesses described below, which were also disclosed in our 2019 Annual Report:
• We did not design and maintain effective internal controls over the accounting for transactions in the revenue and receivables business process within our Paragon Medical business to determine whether the transactions occurred and were complete and accurate. This material weakness did not result in a material misstatement to the interim or annual consolidated financial statements.
• We did not design and maintain effective controls over certain information technology (“IT”) general controls within our Paragon Medical business for information systems that are relevant to the preparation of our financial statements. Specifically, we did not design and maintain: (i) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized, and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to certain financial applications, programs, and data to appropriate Company personnel; and (iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored.
These IT deficiencies did not result in a material misstatement to the financial statements; however, the deficiencies, when aggregated, could impact the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. Accordingly, management has determined these deficiencies in the aggregate constitute a material weakness.
As disclosed in our 2019 Annual Report, we did not maintain effective control activities at one of our smaller foreign subsidiaries within our Mobile Solutions Brazil business. Specifically, certain employees at one of our smaller foreign subsidiaries intentionally did not operate the controls related to inventory quantities as designed that resulted in the creation of unsupported physical inventory counts and inventory quantity adjustments. This material weakness resulted in a revision to inventories, cost of sales, and accumulated other comprehensive income/loss within previously issued financial statements for the interim and annual periods in the years ended December 31, 2019, 2018, and 2017.
During the year ended December 31, 2020, management successfully completed a comprehensive plan for remediation of the material weaknesses. This plan included the following actions:
• We have hired qualified professionals for critical roles within our finance department. We also enhanced and implemented new processes, controls, and systems to strengthen our internal control over financial reporting, such as
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standardized policies and procedures, implementation of a consolidation system, and enhanced reviews using reporting metrics.
• We have reinforced existing inventory count and reporting procedures in our Mobile Solutions Brazil business and have provided training to finance team members on these procedures.
As of December 31, 2020, the remediation measures described above had been implemented, and we had sufficient time to test the operating effectiveness and remediate the material weaknesses noted above.
All of the material weaknesses arising from deficiencies in the Paragon Medical business, which was part of our Life Sciences business, were removed upon the sale of our Life Sciences business on October 6, 2020, as disclosed in Note 2 of the Notes to Consolidated Financial Statements.
Changes in Internal Control Over Financial Reporting
Except for changes we made in connection with the implementation of the remediation plan described above, there have been no changes in our internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the quarter ended December 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
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PART III
Item 10. Directors, Executive Officers, and Corporate Governance
The information required by this Item 10 of Form 10-K concerning our directors is contained in our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after December 31, 2020 (“our definitive proxy statement”), and in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.
Our Code of Conduct/Ethics Statement, as amended (the “Code”), is applicable to all officers, directors, and employees. The Code is posted on our website at www.nninc.com. Information contained on our website is not part of this Annual Report. We will satisfy any disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, any provision of the Code with respect to our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions by disclosing the nature of such amendment or waiver on our website or in a Current Report on Form 8-K.
Item 11. Executive Compensation
The information required by Item 11 of Form 10-K is contained in the sections entitled “Information about the Directors and the Director Nominees — Compensation of Directors” and “Executive Compensation” of our definitive proxy statement and, in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 of Form 10-K is contained in the section entitled “Beneficial Ownership of Common Stock” of our definitive proxy statement and, in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.
Information required by Item 201(d) of Regulation S-K concerning our equity compensation plans is set forth in the table below.
Table of Equity Compensation Plan Information
(in thousands, except per share data)
Plan Category Number of securities to
be issued upon exercise
of outstanding options,
warrants, and rights
(a) Weighted-average
exercise price of
outstanding options,
warrants, and rights
(b) Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities reflected in
column (a))
(c)
Equity compensation plans approved by security holders 871 $ 12.41 2,729
Equity compensation plans not approved by security holders — — —
Total 871 $ 12.41 2,729
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 of Form 10-K regarding review, approval, or ratification of transactions with related persons is contained in the section entitled “Certain Relationships and Related Transactions” of our definitive proxy statement and, in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.
The information required by this Item 13 of Form 10-K regarding director independence is contained in the section entitled “Information about the Directors and the Director Nominees” of our definitive proxy statement and, in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by this Item 14 of Form 10-K concerning our accounting fees and services is contained in the section entitled “Fees Paid to Registered Independent Public Accounting Firm” of our definitive proxy statement and, in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.
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PART IV
Item 15. Exhibit and Financial Statement Schedules
(a) Documents Filed as Part of this Report
1. Financial Statements
The consolidated financial statements of NN, Inc. filed as part of this Annual Report on Form 10-K begin on the following pages hereof:
Page
Report s of Independent Registered Public Accounting Firm s
36
Consolidated Statements of Operations and Comprehensive Income (Loss)
40
Consolidated Balance Sheets
41
Consolidated Statements of Changes in Stockholders’ Equity
42
Consolidated Statements of Cash Flows
43
Notes to Consolidated Financial Statements
44
2. Financial Statement Schedules
The required information is reflected in the Notes to Consolidated Financial Statements within Item 8.
3. Exhibits
The required information is reflected in the Index to Exhibits (attached hereto).
(b) Exhibits: See Index to Exhibits (attached hereto).
NN, Inc. will provide without charge to any person, upon the written request of such person, a copy of any of the Exhibits to this Form 10-K.
(c) Not Applicable
Item 16. Form 10-K Summary
None.
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INDEX TO EXHIBITS
Incorporation by Reference
Exhibit
Number Exhibit Description Form SEC File No. Exhibit Filing Date
2.1 Agreement and Plan of Merger, dated as of July 18, 2014, by and among NN, Inc., PMC Global Acquisition Corporation, Autocam Corporation, Newport Global Advisors, L.P., and John C. Kennedy
8-K 000-23486 2.1 July 22, 2014
2.2 Stock Purchase Agreement, dated as of August 17, 2015, by and among NN, Inc., Precision Engineered Products Holdings, Inc. and PEP Industries, LLC
8-K 000-23486 2.1 August 18, 2015
2.3 Purchase Agreement, dated as of July 10, 2017, by and between NN, Inc. and TSUBAKI NAKASHIMA Co., Ltd.
8-K 000-23486 2.1 July 10, 2017
2.4 Stock Purchase Agreement, dated as of April 2, 2018, by and among NN, Inc. Precision Engineered Products LLC, Paragon Equity LLC, and PMG Intermediate Holding Corporation
8-K 000-23486 2.1 April 3, 2018
2.5 Stock Purchase Agreement, dated as of August 22, 2020, by and between NN, Inc., Precision Engineered Products Holdings, Inc. and ASP Navigate Acquisition Corp.
8-K 001-39268 2.1 August 24, 2020
3.1 Restated Certificate of Incorporation of NN, Inc.
S-3 333-89950 3.1 June 6, 2002
3.2 Certificate of Amendment to Restated Certificate of Incorporation of NN, Inc. (Declassification).
8-K 000-23486 3.1 May 20, 2019
3.3 Certificate of Amendment to Restated Certificate of Incorporation of NN, Inc. (Share Increase)
8-K 000-23486 3.2 May 20, 2019
3.4 Certificate of Designation of Series A Junior Participating Preferred Stock of NN, Inc., as filed with the Secretary of the State of Delaware
8-K 000-23486 3.1 December 18, 2008
3.5 Certificate of Designation of Series B Convertible Preferred Stock of NN, Inc.
8-K 000-23486 3.1 December 11, 2019
3.6 Certificate of Designations of Series C Junior Participating Preferred Stock of NN, Inc.
8-K 000-23486 3.1 April 16, 2020
3.7 Amended and Restated By-Laws of NN, Inc.
8-K 000-23486 3.1 November 20, 2015
3.8 Amendment to Amended and Restated Bylaws of NN, Inc.
8-K 000-23486 3.3 May 20, 2019
4.1 The specimen stock certificate representing NN, Inc.’s Common Stock, par value $0.01 per share
S-3 333-89950 4.1 June 6, 2002
4.2 Stockholders’ Agreement, effective as of August 29, 2014, by and between NN, Inc. and John C. Kennedy
8-K 000-23486 4.1 September 2, 2014
4.3 Form of Common Stock Purchase Warrant
8-K 000-23486 4.1 December 11, 2019
4.4 Rights Agreement, dated as of April 15, 2020, between NN, Inc. and Computershare Inc., as Rights Agent.
8-K 000-23486 4.1 April 16, 2020
4.5# Description of Securities
10.1* NN, Inc. 2005 Stock Incentive Plan
S-8 333-130395 4.1 December 16, 2005
10.2* NN, Inc. 2011 Amended and Restated Stock Incentive Plan
DEF14A 000-23486 Appendix A April 1, 2016
10.3* Form of Indemnification Agreement
S-3/A 333-89950 10.6 July 15, 2002
10.4* Elective Deferred Compensation Plan, dated February 26, 1999
10-K 000-23486 10.16 March 31, 1999
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Incorporation by Reference
Exhibit
Number Exhibit Description Form SEC File No. Exhibit Filing Date
10.5 Escrow Agreement, effective as of August 29, 2014, by and among NN, Inc., Newport Global Advisors, L.P., John C. Kennedy and Computershare Trust Company, N.A.
8-K 000-23486 10.3 September 2, 2014
10.6 Indemnity Agreement, effective as of August 29, 2014, by and among NN, Inc. and each of the shareholders of Autocam Corporation identified therein
8-K 000-23486 10.4 September 2, 2014
10.7* Executive Employment Agreement, dated September 9, 2014, between NN, Inc. and Warren A. Veltman
10-K 000-23486 10.27 March 16, 2015
10.8 Amendment and Restatement Agreement, dated as of September 30, 2016, by and among NN, Inc., certain NN, Inc. subsidiaries named therein, SunTrust Bank, KeyBank National Association and Regions Bank
8-K 000-23486 10.1 October 3, 2016
10.9 Incremental Amendment to Amended and Restated Credit Agreement, dated as of October 31, 2016, among NN, Inc., the Guarantors, HomeTrust Bank, as 2016 Revolving Credit Increase Lender, KeyBank National Association, as an L/C Issuer, Regions Bank, as Swing Line Lender and an L/C Issuer, and SunTrust Bank, as Administrative Agent and an L/C Issuer
8-K 000-23486 10.1 November 4, 2016
10.10 NN, Inc. 2016 Omnibus Incentive Plan
DEF14A 000-23486 Appendix A November 10, 2016
10.11 Form of Incentive Stock Option Agreement under the 2016 Omnibus Incentive Plan
10-K 000-23486 10.18 March 16, 2017
10.12 Form of Nonqualified Stock Option Agreement under the 2016 Omnibus Incentive Plan
10-K 000-23486 10.19 March 16, 2017
10.13 Form of Restricted Share Award Agreement under the 2016 Omnibus Incentive Plan
10-K 000-23486 10.20 March 16, 2017
10.14 Form of Performance Share Unit Award Agreement under the 2016 Omnibus Incentive Plan
10-K 000-23486 10.21 March 16, 2017
10.15* Separation Agreement, dated as of April 1, 2017, by and between NN, Inc. and Matthew S. Heiter.
10-Q 000-23486 10.2 May 4, 2017
10.16 Amendment No. 1 to Amended and Restated Credit Agreement, dated as of April 3, 2017, by and among NN, Inc., certain NN, Inc. subsidiaries named therein, SunTrust Bank, JPMorgan Chase Bank, N.A., KeyBank National Association and Regions Bank
8-K 000-23486 10.1 April 4, 2017
10.17 Amendment No. 2 to Amended and Restated Credit Agreement, dated as of August 15, 2017, by and among NN, Inc., certain NN, Inc. subsidiaries named therein, and SunTrust Bank, Regions Bank, JPMorgan Chase Bank, N.A., HomeTrust Bank and Key Bank National Association, collectively, the Revolving Credit Lenders, and SunTrust Bank, as the Administrative Agent.
8-K 000-23486 10.1 August 18, 2017
10.18 Amendment No. 3 to Amended and Restated Credit Agreement, dated as of November 24, 2017, by and among NN, Inc., certain NN, Inc. subsidiaries named therein, SunTrust Bank, as administrative agent, and certain lenders named therein.
8-K 000-23486 10.1 November 24, 2017
10.19 Commitment Letter, dated as of April 2, 2018, by and among NN, Inc., SunTrust Bank and SunTrust Robinson Humphrey, Inc.
8-K 000-23486 10.1 April 3, 2018
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Incorporation by Reference
Exhibit
Number Exhibit Description Form SEC File No. Exhibit Filing Date
10.20 Amendment No. 4 to Amended and Restated Credit Agreement, dated May 7, 2018, by and among NN, Inc., the affiliated Guarantors party thereto, SunTrust Bank, SunTrust Robinson Humphrey, Inc. and the Lenders party thereto
8-K 000-23486 10.1 May 7, 2018
10.21 Amendment No. 5 to Amended and Restated Credit Agreement, dated December 26, 2018, by and among NN, Inc., certain NN, Inc. subsidiaries named therein, SunTrust Bank, as administrative agent and certain lenders named therein
8-K 000-23486 10.1 December 26, 2018
10.22 Cooperation Agreement dated February 25, 2019, by and among NN, Inc., Legion Partners Asset Management, LLC, and certain persons listed therein
8-K 000-23486 10.1 February 26, 2019
10.23 Amendment No. 6 to Amended and Restated Credit Agreement, dated March 15, 2019, by and among NN, Inc., certain NN, Inc. subsidiaries named therein, SunTrust Bank, as administrative agent and certain lenders named therein
8-K 000-23486 10.1 March 18, 2019
10.24* NN, Inc. 2019 Omnibus Incentive Plan.
DEF14A 000-23486 Appendix C April 8, 2019
10.25* Separation Agreement, dated as of April 1, 2017, by and between NN, Inc. and D. Gail Nixon.
10-Q 000-23486 10.1 May 10, 2019
10.26* Separation Agreement, dated as of April 1, 2017, by and between NN, Inc. and J Robbie Atkinson.
10-Q 000-23486 10.2 May 10, 2019
10.27 Amendment No. 7 to Amended and Restated Credit Agreement, dated June 11, 2019, by and among NN, Inc., certain NN, Inc. subsidiaries named therein, SunTrust Bank, as administrative agent and certain lenders named therein
8-K 000-23486 10.1 June 12, 2019
10.28* Separation Agreement and Release, dated as of July 13, 2019, by and between NN, Inc. and Thomas C. Burwell, Jr.
8-K 000-23486 10.1 July 15, 2019
10.29* Form of Incentive Stock Option Agreement under the 2019 Omnibus Incentive Plan.
10-Q 000-23486 10.4 August 9, 2019
10.30* Form of Nonqualified Stock Option Agreement under the 2019 Omnibus Incentive Plan.
10-Q 000-23486 10.5 August 9, 2019
10.31* Form of Restricted Share Award Agreement under the 2019 Omnibus Incentive Plan.
10-Q 000-23486 10.6 August 9, 2019
10.32* Form of Performance Share Unit Award Agreement under the 2019 Omnibus Incentive Plan.
10-Q 000-23486 10.7 August 9, 2019
10.33* Letter of Understanding and Relocation Agreement, effective as of August 23, 2019, by and between NN, Inc. and Thomas DeByle.
8-K 000-23486 10.1 August 27, 2019
10.34* Form of Separation Agreement.
8-K 000-23486 10.2 August 27, 2019
10.35* Separation Agreement and General Release, dated as of September 15, 2019, by and between Richard D. Holder and NN, Inc.
8-K 000-23486 10.1 September 16, 2019
10.36* Amendment No. 1 to Executive Employment Agreement, dated as of September 20, 2019, by and between NN, Inc. and Warren A. Veltman
8-K 000-23486 10.1 September 24, 2019
10.37* Separation Agreement and General Release, dated as of November 24, 2019, by and between J. Robert Atkinson and NN, Inc.
8-K 000-23486 10.1 November 25, 2019
10.38 Securities Purchase Agreement, dated December 5, 2019, by and among NN, Inc. and the Investors.
8-K 000-23486 10.1 December 11, 2019
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Incorporation by Reference
Exhibit
Number Exhibit Description Form SEC File No. Exhibit Filing Date
10.39 Registration Rights Agreement, dated as of December 11, 2019, by and among NN, Inc. and the Investors.
8-K 000-23486 10.2 December 11, 2019
10.40 Amendment No. 8 to Amended and Restated Credit Agreement, dated December 19, 2019, by and among NN, Inc., certain NN, Inc. subsidiaries named therein, SunTrust Bank, as administrative agent and certain lenders named therein
8-K 000-23486 10.1 December 19, 2019
10.41* Amendment No. 2 to Executive Employment Agreement, dated as of February 17, 2020, by and between NN, Inc. and Warren A. Veltman
8-K 000-23486 10.1 February 20, 2020
10.42* Executive Employment Agreement dated October 3, 2014, between the Company and John R. Buchan
10-Q 001-39268 10.1 May 11, 2020
10.43* Executive Employment Agreement dated September 9, 2014, between the Company and Christopher Qualters
10-Q 001-39268 10.2 May 11, 2020
10.44 Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of July 29, 2020, by and among NN, Inc., certain NN, Inc. subsidiaries named therein, Truist Bank, JPMorgan Chase Bank, N.A., KeyBank National Association and HomeTrust Bank
8-K 001-39268 10.1 July 31, 2020
10.45 Amendment No. 2 to Second Amended and Restated Credit Agreement, dated as of August 22, 2020, by and among NN, Inc., certain NN, Inc. subsidiaries named therein, Truist Bank, JPMorgan Chase Bank, N.A., KeyBank National Association and HomeTrust Bank
8-K 001-39268 10.1 August 24, 2020
10.46* Form of Retention Bonus Agreement
8-K 001-39268 10.1 October 19, 2020
21.1# List of Subsidiaries of NN, Inc.
23.1# Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm
23.2# Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
31.1# Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act
31.2# Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act
32.1## Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act
32.2## Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act
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101.INS# XBRL Instance Document
101.SCH# XBRL Taxonomy Extension Service
101.CAL# Taxonomy Calculation Linkbase
101LAB# XBRL Taxonomy Label Linkbase
101.PRE# XBRL Presentation Linkbase Document
101.DEF# XBRL Definition Linkbase Document
* Management contract or compensatory plan or arrangement.
# Filed herewith
## This certification is being furnished solely to accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filings.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NN, Inc.
By: /s/ WARREN A. VELTMAN
Warren A. Veltman
President, Chief Executive Officer, and Director
Dated: March 15, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name and Signature Title Date
/s/ WARREN A. VELTMAN
Warren A. Veltman
President, Chief Executive Officer, and Director
(Principal Executive Officer) March 15, 2021
/s/ THOMAS D. DEBYLE
Thomas D. DeByle
Senior Vice President- Chief Financial Officer
(Principal Financial Officer) March 15, 2021
/s/ MICHAEL C. FELCHER
Michael C. Felcher
Vice President- Chief Accounting Officer
(Principal Accounting Officer) March 15, 2021
/s/ JERI J. HARMAN
Jeri J. Harman
Non-Executive Chairman, Director March 15, 2021
/s/ RAYNARD D. BENVENUTI
Raynard D. Benvenuti
Director March 15, 2021
/s/ ROBERT E. BRUNNER
Robert E. Brunner
Director March 15, 2021
/s/ CHRISTINA E. CARROLL
Christina E. Carroll
Director March 15, 2021
/s/ STEVEN T. WARSHAW
Steven T. Warshaw
Director March 15, 2021
/s/ TOM H. WILSON, JR.
Tom H. Wilson, Jr.
Director March 15, 2021
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