DEF 14A of Nli Holdings, Inc.
Filed Mar 26, 2025 · FY20240000072162-25-000013
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our certificate of incorporation provides that the board of directors shall consist of one or more persons within the minimum and maximum limitations set forth in our by-laws. Our by-laws provide that the number of the directors shall be not less than one nor more than 17 persons and, absent shareholder action to the contrary, the exact number of directors within such limitations shall be fixed from time to time by our board of directors. Our board of directors has currently set the number of directors at seven and recommends the seven director nominees named in this proxy statement for election at our 2025 annual shareholder meeting. The directors elected at the meeting will hold office until our 2026 annual shareholder meeting and until their successors are duly elected and qualified or their earlier removal or resignation. All of the nominees are currently members of our board of directors whose terms will expire at the 2025 annual meeting. All of the nominees have agreed to serve if elected. If any nominee is unable to serve or for good cause will not serve as a director at the time of the annual meeting, the proxy holders may vote your shares for any alternate nominee selected by the board of directors, unless you withhold authority to vote for such unavailable nominee. The board of directors believes that all of its nominees will be available for election at the meeting and will serve if elected. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE FOLLOWING NOMINEES FOR DIRECTOR. Nominees for Director. All of our nominees have extensive senior management and policy-making experience or significant accounting experience. Each of the nominees is knowledgeable about our business. Each of our independent directors is financially literate. The board of directors considered each nominee’s specific business experiences described in the biographical information provided below in determining whether to nominate him or her for election as a director. Loretta J. Feehan, age 69, has served as chair of the board (non-executive) of us, CompX, Kronos Worldwide and Valhi since 2017 and as a director of each such company since 2014. She is a certified public accountant who consults on financial and tax matters. Prior to forming her own practice, she served as a tax partner with Deloitte and Touche LLP serving primarily corporate clients. Ms. Feehan also taught continuing education courses from 2002 to 2016 to tax practitioners around the country for Accountant’s Education Services. Ms. Feehan has been a financial advisor to Lisa K. Simmons since prior to 2020. Ms. Feehan has 11 years of experience as a director of us, CompX, Kronos Worldwide and Valhi. She has over 47 years of financial and tax accounting and auditing experience, certain years of which were as a partner of one the largest international accounting firms. John E. Harper, age 63, has served on our board of directors since 2016. Mr. Harper is currently a private investor. He previously served as vice president and chief financial officer of Dell Services, a business unit of the global information technology company Dell Inc., from 2009 to 2014. Prior to the 2009 acquisition of Perot Systems Corporation, a worldwide provider of information technology services and business solutions, by Dell, he worked for 16 years with Perot Systems, most recently as their chief financial officer. Before joining Perot Systems, he worked for nine years in the audit practice of Ernst & Young LLP, serving a number of industries including technology, manufacturing, education and oil and gas. From 2015 to 2016, Mr. Harper served as a director and chairman of the audit committee and member of the compensation committee of Rackspace Hosting, Inc., a world leader in the managed cloud segment of the business information technology market. Mr. Harper is a licensed certified public accountant. Since prior to 2020, he has served as a director and on the audit committee of Kronos Worldwide. Mr. Harper is a member of our audit committee and of our management development and compensation committee. Mr. Harper has nine years of experience on the boards of directors and audit committees of NL and Kronos Worldwide. He also has senior executive, operating, corporate governance, finance, financial accounting and auditing experience from one of the largest independent international public accounting firms and from other publicly held entities for which he currently serves or formerly served. Kevin B. Kramer, age 65, has served on our board of directors since 2023. He has served as senior advisor to the chief executive officer of ATI Inc. (previously named Allegheny Technologies, Incorporated), a publicly traded global manufacturer of specialty materials and components supplying the aerospace, defense, energy, medical, consumer electronics and automotive industries, since 2023. He previously served as senior vice president, chief commercial and marketing officer for ATI from 2014 to 2023. Prior to joining ATI, Mr. Kramer worked for Stoneridge, Inc. where he was president—Stoneridge wiring division and vice president from 2012 to 2014. Earlier experience includes serving as president—growth initiatives and president—wheel and transportation products for Alcoa, Inc. from 2004 to 2012 and serving in various roles for Goodyear Tire and Rubber Company from 1983 to 2004. From 2022 until 2023, Mr. Kramer served as a director and on the audit committee of CompX and Valhi. Since 2023, he has served as a director and on the audit committee of Kronos Worldwide. He is a member of our audit committee. Mr. Kramer has over one year of experience on the boards of directors and audit committees of NL and Kronos Worldwide. He also has senior executive, operating, corporate governance, finance, and financial accounting oversight experience from a publicly traded company and other companies for which he has served.
ELECTION OF DIRECTORS
Meredith W. Mendes, age 66, has served on our board of directors since 2018. Since 2024, Ms. Mendes has served as chief financial officer and a founding partner of Pierson Ferdinand LLP, a full-service law firm with more than 200 lawyers in over 20 U.S. markets and London, where she is responsible for finance, accounting, tax, financial planning and analysis, treasury, payroll and related functions. From 2022 to 2023, Ms. Mendes served as the chief executive officer of Matthew Pritzker Company LLC, a single-family office. From 2020 to 2022, she served as chief operating officer and a partner of Gresham Partners, LLC, an independent wealth management and investment advisory firm, where she was responsible for finance, technology, cybersecurity, client and investment operations, facilities, legal and other support functions. From 2005 to 2020, Ms. Mendes served as executive director and chief operating officer of Jenner & Block LLP, a law firm with more than 500 attorneys with offices across the United States and in London, where she was responsible for firm-wide operations relating to finance, technology, facilities and real estate, human resources and other support functions. From 1999 to 2005, Ms. Mendes served as executive vice president and worldwide chief financial officer of Daniel J. Edelman, Inc., a global communications marketing firm. From 2019 to 2023, Ms. Mendes served as a director and on the audit and nominating and corporate governance committees of Quanex Building Products Corporation (NYSE: NX), a manufacturer of window and door, and kitchen and bath cabinet components sold to original equipment manufacturers. From 2016 to 2019, Ms. Mendes served as a director and on the audit and nominating and corporate governance committees of Inland Residential Properties Trust, Inc., a real estate investment trust sponsored by Inland Real Estate Investment Corporation, which acquired and managed a portfolio of multi-family properties located primarily in the top 100 U.S. metropolitan statistical areas. Ms. Mendes has a law degree from Harvard Law School, a Master of Business Administration degree with a finance concentration from the University of Chicago Booth School of Business and an AB (magna cum laude) from Brown University. Ms. Mendes is an Illinois licensed certified public accountant. Ms. Mendes has earned her CERT Certificate in Cybersecurity Oversight from the Software Engineering Institute of Carnegie Mellon University. Ms. Mendes has served as a director and on the audit committee of Kronos Worldwide since prior to 2020. She is a member of our audit committee and of our management development and compensation committee. Ms. Mendes has seven years of experience on the boards of directors and audit committees of NL and Kronos Worldwide. She also has senior executive, operating, corporate governance, finance and financial accounting oversight experience from other publicly and privately held entities for which she currently serves or formerly served. Cecil H. Moore, Jr., age 85, has served on our board of directors since 2003. Mr. Moore is currently a private investor and retired from KPMG LLP in 2000 after 37 years in which he served in various capacities with the public accounting firm. Among other positions, he served as managing partner of the firm’s Dallas, Texas office from 1990 to 1999. Prior to 1990, Mr. Moore was partner-in-charge of the audit and accounting practice of the firm’s Dallas, Texas office for 12 years. From 2014 to 2016, Mr. Moore served as a director and chairman of the audit committee of Sizmek Inc., a former publicly held on-line advertising business that was spun-off in 2014 by Digital Generation, Inc. From 2011 to 2014, he served as a director and chairman of the audit committee of Digital Generation, Inc., a former publicly held provider of digital technology services to media outlets. From 2003 until 2009, Mr. Moore served as a director and chairman of the audit committee of Perot Systems. Mr. Moore is a licensed certified public accountant. He has served as a director and as the chairman of the audit committee of Kronos Worldwide since prior to 2020, and as a member of its management development and compensation committee since 2019. From 2016 until 2019, he served as a director and as the chairman of the audit committee of CompX. He serves as the chairman of our audit committee and of our management development and compensation committee. Mr. Moore has over 21 years of experience on the boards of directors and audit committees of NL and Kronos Worldwide. He also has senior executive, operating, corporate governance, finance, financial accounting and auditing experience from one of the largest independent international public accounting firms and from other publicly held entities for which he currently serves or formerly served. Courtney J. Riley, age 59, has served on our board of directors since 2022. She has served as our chief executive officer since 2021 and as our president since 2017. She previously served as our executive vice president, environmental affairs during 2017; as our general counsel from 2016 to 2017; and as our vice president, environmental affairs from 2012 to 2017. She currently serves as executive vice president of Valhi; as executive vice president, chief transformation officer of Kronos Worldwide; and as senior vice president of Contran. Ms. Riley has served in legal and environmental affairs positions (including officer positions) with various companies related to us and Contran since 2009. Ms. Riley has extensive experience with our business. She also has senior executive, operating, corporate governance, finance and financial accounting oversight experience with us and from other publicly and privately held entities related to us for which she currently serves or formerly served. Michael S. Simmons, age 53, has served on our board of directors and as our vice chairman of the board since 2023. He previously served as our executive vice president from 2022 to 2023. He currently serves as vice chairman of the board, president and chief executive officer of Valhi; as vice chairman of the board of Kronos Worldwide and CompX; and as president and chief executive officer of Contran. He has served as a director of Valhi and CompX since 2022 and as a director of Kronos Worldwide and Contran since 2023. Mr. Simmons has served in various accounting and financial positions (including officer positions) in various companies related to us and Contran since 2018. From 1994 to 2018, Mr. Simmons was employed by PwC, most recently as a managing director. Mr. Simmons is not related to Lisa K. Simmons, who may be deemed to control NL. Mr. Simmons has extensive experience with our business. He also has senior executive, operating, corporate governance, finance, financial accounting and auditing experience with us, from one of the largest independent international public accounting firms, and from other publicly and privately held entities related to us for which he currently serves or formerly served.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS AND OTHER INFORMATION
| ● | an estimate of the bonus Contran will pay or accrue for such employee (other than bonuses, if any, for specific matters) for the year, using as a reasonable approximation for such bonus the actual bonus that Contran paid or accrued for such employee in the prior year; and |
2024 Summary Compensation Table (1)
2024 Summary Compensation Table (1)
2024 Summary Compensation Table (1)
| Name and Principal Position | Year | Salary | Stock Awards | Total | | Michael S. Simmons | 2024 | $1,659,000(3) | $‑0‑ | $1,659,000 | | Vice Chairman of the Board | 2023 | 1,320,000(3) | ‑0‑ | 1,320,000 | | | 2022 | 663,000(3) | ‑0‑ | 663,000 | | Courtney J. Riley | 2024 | 1,433,000(3) | ‑0‑ | 1,433,000 | | President and Chief Executive Officer | 2023 | 1,399,000(3) | ‑0‑ | 1,399,000 | | | 2022 | 1,077,000(3) | ‑0‑ | 1,077,000 | | Amy A. Samford | 2024 | 1,231,000(3) | ‑0‑ | 1,231,000 | | Executive Vice President and Chief Financial Officer | 2023 | 1,175,000(3) | ‑0‑ | 1,175,000 | | | 2022 | 697,000(3) | ‑0‑ | 697,000 | | John A. Sunny (2) | 2024 | 1,078,000(3) | ‑0‑ | 1,078,000 | | Executive Vice President and Chief Information Officer | | | | | | John R. Powers, III | 2024 | 696,000(3) | ‑0‑ | 696,000 | | Senior Vice President and General Counsel | 2023 | 671,000(3) | ‑0‑ | 671,000 | | | 2022 | 635,000(3) | ‑0‑ | 635,000 |
2024 Summary Compensation Table (1)
| (1) Certain non-applicable columns have been omitted from this table. |
2024 Summary Compensation Table (1)
| (2) Mr. Sunny is one of our named executive officers only for 2024. |
2024 Summary Compensation Table (1)
| (3) The amounts shown in the 2024 Summary Compensation Table as salary for each named executive officer include the portion of the fees we, CompX and Kronos Worldwide paid to Contran pursuant to certain ISAs with respect to the services such officer rendered to us, our subsidiaries and Kronos Worldwide. The ISA charges disclosed for Contran employees who perform executive officer services to us, our subsidiaries and Kronos Worldwide are based on various factors described in the Compensation Discussion and Analysis section of this proxy statement. Our management development and compensation committee considers the factors described in the Compensation Discussion and Analysis section of this proxy statement in determining whether to recommend that our board of directors approve the aggregate proposed ISA fee from Contran to us, exclusive of ISA charges from Contran to CompX or Kronos Worldwide. As discussed in the Compensation Discussion and Analysis section of this proxy statement, our management development and compensation committee does not consider any ISA charge from Contran to any other publicly held subsidiary, parent or sister company of ours, although such charge is separately reviewed by the management development and compensation |
2024 Summary Compensation Table (1)
| committee of the applicable company. The components of salary shown in the 2024 Summary Compensation Table for each of our named executive officers are as follows. |
2024 Summary Compensation Table (1)
| | 2022 | 2023 | 2024 | | Michael S. Simmons | | | | | ISA Fees: | | | | | CompX | $229,000 | $162,000 | $191,000 | | Kronos Worldwide | 369,000 | 727,000 | 932,000 | | NL | 65,000 | 431,000 | 536,000 | | | $663,000 | $1,320,000 | $1,659,000 | | Courtney J. Riley | | | | | ISA Fees: | | | | | CompX | $56,000 | $33,000 | $33,000 | | Kronos Worldwide | 661,000 | 752,000 | 777,000 | | NL | 360,000 | 614,000 | 623,000 | | | $1,077,000 | $1,399,000 | $1,433,000 | | Amy A. Samford | | | | | ISA Fees: | | | | | CompX | $292,000 | $441,000 | $468,000 | | Kronos Worldwide | 180,000 | 220,000 | 229,000 | | NL | 225,000 | 514,000 | 534,000 | | | $697,000 | $1,175,000 | $1,231,000 | | John A. Sunny | | | | | ISA Fees: | | | | | CompX | | | $68,000 | | Kronos Worldwide | | | 954,000 | | NL | | | 56,000 | | | | | $1,078,000 | | John R. Powers, III | | | | | ISA Fees: | | | | | CompX | $37,000 | $39,000 | $40,000 | | Kronos Worldwide | 165,000 | 174,000 | 181,000 | | NL | 433,000 | 458,000 | 475,000 | | | $635,000 | $671,000 | $696,000 |
2024 Summary Compensation Table (1)
No Grants of Plan-Based Awards. During 2024, no named executive officer received any plan-based awards from us or our subsidiaries. No Outstanding Equity Awards at December 31, 2024. At December 31, 2024, none of our named executive officers held outstanding stock options to purchase shares of our common stock (or common stock of our parent or subsidiary companies or Kronos Worldwide or its subsidiaries) or held any equity incentive awards for such shares. We do not have policies or practices on the timing of awards of options in relation to the disclosure of material nonpublic information because we do not award options. No Option Exercises or Stock Vested. During 2024, no named executive officer exercised any stock options or held any stock subject to vesting restrictions. Pension Benefits. We do not have any defined benefit pension plans in which our named executive officers participate. Nonqualified Deferred Compensation. We do not owe any nonqualified deferred compensation to our named executive officers. Pay Ratio Disclosure. SEC rules require annual disclosure of the ratio of a registrant’s median employee’s annual total compensation to the total annual compensation of its chief executive officer. For 2024, the total annual compensation (as disclosed in the 2024 Summary Compensation Table) of Courtney J. Riley, our chief executive officer, is $1,433,000; the reasonable estimate of the median of the annual total compensation of all of our employees except our chief executive officer, calculated in a manner consistent with Item 402(u) of Regulation S-K, is $71,990; and the ratio of such two amounts is 20 to 1. For purposes of this disclosure, our “median employee” was estimated using a simple random sample statistical sampling technique, pursuant to which we and each of our consolidated subsidiaries worldwide selected every seventh employee listed on their first payroll register for the month of October 2023. Based on such random sample of our employees, and using the 2023 base salary (or equivalent for hourly employees) for each employee in the random sample as reflected in our payroll records, the median employee was estimated by determining the employee in the random sample who had the median 2023 base salary (or equivalent for hourly employees). Base salary (or equivalent) amounts were annualized for any employee who had less than a full year of service during 2023. There has been no change in our employee population or employee compensation arrangements since that median employee was identified that we believe would significantly impact our pay ratio disclosure, except that the median employee that we identified in October 2023 left the company during 2024. As permitted by SEC rules we identified a new median employee, whose compensation is substantially similar to the original median employee based on the compensation measure used to select the original median employee. Director Compensation. Our directors who are not employees of Contran or one of its subsidiaries or affiliates are eligible for cash compensation for their service as one of our directors. The table below reflects the annual rates of their retainers for 2024.
2024 Summary Compensation Table (1)
| | 2024 Director | | | Retainers | | Each director | $50,000* | | Chair of our board | $50,000 | | Chairman of our audit committee and any member of our audit committee whom the board identified as an “audit committee financial expert” (provided that if one person served in both capacities only one such retainer was paid) | $45,000 | | Other members of our audit committee | $25,000 | | Members of our other committees | $5,000 |
2024 Summary Compensation Table (1)
* Effective July 1, 2024, the annual retainer for directors was increased from $40,000 to $50,000. Additionally, our eligible directors receive a fee of $1,000 per day for attendance at meetings of the board of directors or its committees and an hourly rate (not to exceed $1,000 per day) for other services rendered on behalf of our board of directors or its committees. If a non-employee director who was first elected to our board prior to 2022 dies while serving on our board of directors, his or her designated beneficiary or estate will be entitled to receive a death benefit equal to the annual retainer then in effect. We reimburse our directors for reasonable expenses incurred in attending meetings and in the performance of other services rendered on behalf of our board of directors or its committees. As preapproved by our management development and compensation committee, on the day of each of our annual shareholder meetings, each of our eligible directors elected on that day receives a grant of shares of our common stock with the number of shares received by each eligible director equal in value to $20,000 (rounded up or down to the nearest 50 shares), based on the closing price of a share of our common stock on the date of grant, but not more than 10,000 shares. These shares are fully vested and tradable immediately on their date of grant, other than restrictions under applicable securities laws. Our corporate governance guidelines include stock ownership guidelines for our non-employee directors (that is, directors who are not employed by us or one of our affiliates), which provide that non-employee directors may not sell shares of our common stock acquired as part of the annual stock grants unless, immediately after any such sale, they will hold a number of shares of our common stock (including shares owned by their immediate family members residing in the same household) having a value of at least three times our base annual cash retainer for service as a director. The following table provides information with respect to compensation each of our eligible directors earned for their 2024 director services provided to us. 2024 Director Compensation (1)
2024 Summary Compensation Table (1)
| | Fees Earned | | | | | or Paid in | Stock | | | Name | Cash (2) | Awards (3) | Total | | Loretta J. Feehan (4) | $103,000 | $19,921 | $122,921 | | John E. Harper (4) | 101,750 | 19,921 | 121,671 | | Kevin B. Kramer (4) | 78,000 | 19,921 | 97,921 | | Meredith W. Mendes (4) | 100,500 | 19,921 | 120,421 | | Cecil H. Moore, Jr. (4) | 103,000 | 19,921 | 122,921 | | Thomas P. Stafford (4)(5) | 17,500 | -0- | 17,500 |
2024 Summary Compensation Table (1)
| (1) Certain non-applicable columns have been omitted from this table. |
2024 Summary Compensation Table (1)
| (2) Represents cash retainers and meeting fees the director earned for director services he or she provided to us in 2024. |
2024 Summary Compensation Table (1)
| (3) Represents the value of 2,850 shares of our common stock we granted to each of these directors on May 16, 2024. For the purposes of this table, we valued these stock awards at the $6.99 closing price per share of such shares on their date of grant, consistent with the requirements of Financial Accounting Standards Board Accounting Standards Codification Topic 718. |
2024 Summary Compensation Table (1)
| (4) In addition to the fees disclosed, in 2024 Ms. Feehan received compensation from CompX and Kronos Worldwide, and Ms. Mendes, Gen. Stafford (ret.) and Messrs. Harper, Kramer and Moore also received compensation from Kronos Worldwide, for their director services provided to each of such corporations, as applicable. For 2024, they each earned the following for these director services: |
2024 Summary Compensation Table (1)
| | Fees Earned or | Stock | | | Name | Paid in Cash (a) | Awards (b) | Total | | Loretta J. Feehan | | | | | CompX Director Services | $100,000 | $20,216 | $120,216 | | Kronos Worldwide Director Services | 104,000 | 19,685 | 123,685 | | | $204,000 | $39,901 | $243,901 | | John E. Harper | | | | | Kronos Worldwide Director Services | $101,500 | $19,685 | $121,185 | | Kevin B. Kramer | | | | | Kronos Worldwide Director Services | $79,000 | $19,685 | $98,685 | | Meredith W. Mendes | | | | | Kronos Worldwide Director Services | $99,000 | $19,685 | $118,685 | | Cecil H. Moore, Jr. | | | | | Kronos Worldwide Director Services | $104,000 | $19,685 | $123,685 | | Thomas P. Stafford (c) | | | | | Kronos Worldwide Director Services | $17,500 | $-0- | $17,500 |
2024 Summary Compensation Table (1)
| (a) Represents cash retainers and meeting fees earned for 2024 director services. |
2024 Summary Compensation Table (1)
| (b) For the purposes of this table, the stock awards comprised the following number of shares and were valued at the following closing price per share of such shares on their date of grant, consistent with the requirements of Financial Accounting Standards Board Accounting Standards Codification Topic 718: |
2024 Summary Compensation Table (1)
| | | | Closing Price | Dollar Value | | | Shares | Date of | on Date of | of Stock | | Common Stock | Granted | Grant | Grant | Award | | CompX Class A Common Stock | 800 | 5/22/24 | $25.27 | $20,216 | | Kronos Worldwide Common Stock | 1,550 | 5/15/24 | 12.70 | 19,685 |
2024 Summary Compensation Table (1)
| (c) Gen. Stafford (ret.) served as a director of Kronos Worldwide until his death in March 2024. A death benefit of $70,000 was also paid by Kronos Worldwide to his designated beneficiary or estate following his death. |
2024 Summary Compensation Table (1)
| (5) Gen. Stafford (ret.) served as a member of our board of directors until his death in March 2024. Prior to his death, he received $3,750 as a portion of his annual lifetime benefit payment he was entitled to as a result of his service on our board of directors prior to 1987. A death benefit of $70,000 was also paid by NL to his designated beneficiary or estate following his death. These amounts are not included in the table above. |
2024 Summary Compensation Table (1)
Pay Versus Performance. The Pay Versus Performance Table below summarizes compensation values previously reported in the Summary Compensation Table of our proxy statements and other information, as required by SEC rules. We did not use any specific financial performance measures to link executive compensation of our named executive officers to company performance for 2024; see the discussion in the Compensation Discussion and Analysis section of this proxy statement. As used in this section (including the charts below), “NEOs” means the persons designated in our proxy statement as our named executive officers for the applicable year, and “PEO” means our principal executive officer.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| (a) | (b) | (b-2) | (c) | (c-2) | (d) | (e) | (f) | (g) | (h) | | | | | | | Average | | Value of Initial Fixed $100 | | | | | | | | | Summary | Average | Investment Based on: | | | | | Summary | Summary | Compensation | Compensation | Compensation | Compensation | | Peer | | | | Compensation | Compensation | Actually | Actually | Table | Actually | NL | Group | Net | | | Table | Table | Paid to | Paid to | Total for | Paid to | Total | Total | Income | | | Total for PEO | Total for PEO | PEO | PEO | Non-PEO | Non-PEO | Shareholder | Shareholder | (Loss) | | | Graham (1) | Riley (1) | Graham (1)(2) | Riley (1)(2) | NEOs (3) | NEOs (2)(3) | Return (4) | Return (4) | ($) (in | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | thousands) | | 2024 | n/a | 1,433,000 | n/a | 1,433,000 | 1,166,000 | 1,166,000 | 271 | 182 | 69,261 | | 2023 | n/a | 1,399,000 | n/a | 1,399,000 | 957,000 | 957,000 | 177 | 132 | 582 | | 2022 | n/a | 1,077,000 | n/a | 1,077,000 | 1,930,400 | 1,930,400 | 204 | 106 | 36,456 | | 2021 | 6,138,000 | 945,000 | 6,138,000 | 945,000 | 788,250 | 788,250 | 205 | 116 | 53,360 | | 2020 | 6,675,000 | n/a | 6,675,000 | n/a | 1,256,400 | 1,256,400 | 128 | 110 | 16,103 |
Pay Versus Performance Table
| (1) Our only PEO for 2020 was Robert D. Graham, and our only PEO for 2022, 2023 and 2024 was Courtney J. Riley. In 2021, we had two PEOs: Mr. Graham served as our chief executive officer until June 2021, when Courtney J. Riley succeeded him in that position. Both Ms. Riley and Mr. Graham were executive officers for all of 2021, with Ms. Riley previously serving as president until her promotion in June 2021 and with Mr. Graham continuing to serve as our vice chairman; the 2021 amounts for each of them in this table reflect the full year. |
Pay Versus Performance Table
| (2) For purposes of this table, the term “compensation actually paid” is the total compensation reported in the Summary Compensation Table in our proxy statement, adjusted (if applicable) as required by SEC rules; no such adjustments are applicable for the officers and years reported in this table. See the footnotes to our Summary Compensation Table in the applicable year’s proxy statement for a discussion of what we report for compensation for our named executive officers who are Contran employees and perform services to us and our subsidiaries pursuant to the ISA. |
Pay Versus Performance Table
| (3) The non-PEO NEOs for each year were as follows: |
Pay Versus Performance Table
2024: Michael S. Simmons, Amy A. Samford, John A. Sunny, John R. Powers, III 2023: Michael S. Simmons, Kristin B. McCoy, Amy A. Samford, John R. Powers, III 2022: Michael S. Simmons, Andrew B. Nace, Amy A. Samford, John R. Powers, III, Robert D. Graham 2021: Andrew B. Nace, Amy A. Samford, Patricia A. Kropp, John R. Powers, III 2020: Courtney J. Riley, Andrew B. Nace, Amy A. Samford, Clarence B. Brown, III, Kelly D. Luttmer
Pay Versus Performance Table
| (4) Total shareholder return (TSR) amounts show the value at December 31 of each year, assuming an original investment of $100 at December 31, 2019 and reinvestment of cash dividends and other distributions to stockholders. For the peer group TSR, the peer group is the same as in our performance graph in Part II, Item 5 of our annual report on Form 10-K for the fiscal year ended December 31, 2024: the S&P 500 Industrial Conglomerates Index. |
Pay Versus Performance Table
The following chart shows the relationship between the amounts in columns (c) and (c-2) and in column (e) of the Pay Versus Performance Table, and the total shareholder return (TSR) amounts in columns (f) and (g) of the Pay Versus Performance Table. It also shows the relationship between our TSR and the peer group TSR. The following chart shows the relationship between the amounts in columns (c) and (c-2) and in column (e) of the Pay Versus Performance Table, and our net income as shown in column (h) of the Pay Versus Performance Table. Compensation Policies and Practices as They Relate to Risk Management. We believe that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on us. In reaching this conclusion, we considered the following:
Pay Versus Performance Table
| ● | we do not grant equity awards to our employees, officers or other persons who provide services to us under the ISAs with Contran, which mitigates taking excessive or inappropriate risk for short-term gain that might be rewarded by equity compensation; |
Pay Versus Performance Table
| ● | certain senior employees of CompX and Kronos Worldwide are eligible to receive incentive bonus payments that are determined on a discretionary basis and do not guarantee the employee a particular level of bonus based on the achievement of a specified performance or financial target, which also mitigates taking excessive or inappropriate risk for short-term gain; |
Pay Versus Performance Table
| ● | certain key employees of CompX and Kronos Worldwide are eligible to receive bonuses determined in part on the achievement of specified performance or financial targets based on the respective business |
Pay Versus Performance Table
| plan for the year (with respect to CompX) or on the achievement of specified performance or financial targets (with respect to Kronos Worldwide), but the chance of such employees undertaking actions with excessive or inappropriate risk for short-term gain in order to achieve such bonuses is mitigated because: |
Pay Versus Performance Table
| o | the senior officers employed by CompX or Kronos Worldwide who are responsible for setting the specified performance or financial targets or establishing and executing such business plan are not eligible to receive such bonuses based on the business plan, but instead are only eligible for the discretionary-based bonuses described above; and |
Pay Versus Performance Table
| o | there exist ceilings for our other CompX and Kronos Worldwide key employee bonuses (which are not a significant part of their compensation) regardless of the actual level of our financial performance achieved; |
Pay Versus Performance Table
| ● | our officers and other persons who provide services to us under our ISAs with Contran do not receive compensation from us directly and are employed by Contran, one of our parent corporations, which aligns such officers and persons with the long-term interests of our shareholders; |
Pay Versus Performance Table
| ● | since we are a controlled company, as previously discussed, management has a strong incentive to understand and perform in the long-term interests of our shareholders; and |
Pay Versus Performance Table
| ● | our experience is that our employees are appropriately motivated by our compensation policies and practices to achieve profits and other business objectives in compliance with our oversight of material short and long-term risks. |
Pay Versus Performance Table
For a discussion of our compensation policies and practices for our executive officers, please see the Compensation Discussion and Analysis section of this proxy statement. Compensation Consultants. Neither our board of directors, management development and compensation committee nor management has engaged any compensation consultants.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
| ● | the merger will provide substantial monetary benefits to NL by removing NL’s current funding obligations, reducing NL’s Pension Benefits Guaranty Corporation premiums and reducing its annual plan administrative and related costs; and |