DEF 14A of Nli Holdings, Inc.
Filed Mar 25, 2026 · FY20250000072162-26-000018
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 eight and recommends the eight director nominees named in this proxy statement for election at our 2026 annual shareholder meeting. The directors elected at the meeting will hold office until our 2027 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 2026 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 70, 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 2021. Ms. Feehan has 12 years of experience as a director of us, CompX, Kronos Worldwide and Valhi. She has over 48 years of financial and tax accounting and auditing experience, certain years of which were as a partner of one of the largest international accounting firms. John E. Harper, age 64, 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 2021, 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 ten 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 66, 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 has served since 2024 as a senior advisor to Brimstone, which co-produces multiple products including portland cement, supplementary cementitious materials, and smelter grade alumina. Since 2026, he has served as a member of the Strategic Advisory Board of Quantum Leap Energy LLC, a wholly owned subsidiary of ASP Isotopes Inc., a publicly traded development stage advanced materials company dedicated to the development of technology and processes to produce isotopes for use in multiple industries. 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 two 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, 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 67, 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 technology-driven law firm with more than 270 lawyers in over 20 U.S. markets and London, where she is responsible for finance, accounting, tax, financial planning and analysis, treasury, payroll, human resources 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, a 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. 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 2021. She is a member of our audit committee and of our management development and compensation committee. Ms. Mendes has eight 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 86, 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 2021, 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 22 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 60, 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 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 54, 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. Dr. R. Gerald Turner, age 80, has served on our board of directors since May 2025. He has served as president emeritus of Southern Methodist University in Dallas, Texas since 2025, after serving as its president from 1995 until 2025. He held previous executive and administrative positions at the University of Mississippi, the University of Oklahoma and Pepperdine University. He served from 2001 to 2020 as a trustee of the American Beacon Funds and American Beacon Select Funds, each a registered management investment company. He served on the board of directors of J.C. Penney Company from 1995 to 2019. Dr. Turner has served as a director and on the audit and management development and compensation committees of Kronos Worldwide since 2003. He is a member of our audit committee. Dr. Turner has over 22 years of experience on Kronos Worldwide’s board of directors, audit committee and management development and compensation committee. He also has senior executive, operating, corporate governance, finance and financial accounting oversight experience from a large, non-profit, private educational institution for which he currently serves and from other publicly held entities 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 |
2025 Summary Compensation Table (1)
2025 Summary Compensation Table (1)
2025 Summary Compensation Table (1)
| Name and Principal Position | Year | Salary | Stock Awards | Total | | Michael S. Simmons | 2025 | $2,616,000(3) | $‑0‑ | $2,616,000 | | Vice Chairman of the Board | 2024 | 1,659,000(3) | ‑0‑ | 1,659,000 | | | 2023 | 1,320,000(3) | ‑0‑ | 1,320,000 | | Courtney J. Riley | 2025 | 1,412,000(3) | ‑0‑ | 1,412,000 | | President and Chief Executive Officer | 2024 | 1,433,000(3) | ‑0‑ | 1,433,000 | | | 2023 | 1,399,000(3) | ‑0‑ | 1,399,000 | | Amy A. Samford | 2025 | 1,225,000(3) | ‑0‑ | 1,225,000 | | Executive Vice President and Chief Financial Officer | 2024 | 1,231,000(3) | ‑0‑ | 1,231,000 | | | 2023 | 1,175,000(3) | ‑0‑ | 1,175,000 | | John A. Sunny (2) | 2025 | 1,142,000(3) | ‑0‑ | 1,142,000 | | Executive Vice President and Chief Information Officer | 2024 | 1,078,000(3) | ‑0‑ | 1,078,000 | | John R. Powers, III | 2025 | 723,000(3) | ‑0‑ | 723,000 | | Senior Vice President and General Counsel | 2024 | 696,000(3) | ‑0‑ | 696,000 | | | 2023 | 671,000(3) | ‑0‑ | 671,000 |
2025 Summary Compensation Table (1)
| (1) Certain non-applicable columns have been omitted from this table. |
2025 Summary Compensation Table (1)
| (2) Mr. Sunny is one of our named executive officers only for 2024 and 2025. |
2025 Summary Compensation Table (1)
| (3) The amounts shown in the 2025 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 |
2025 Summary Compensation Table (1)
| committee of the applicable company. The components of salary shown in the 2025 Summary Compensation Table for each of our named executive officers are as follows. |
2025 Summary Compensation Table (1)
| | 2023 | 2024 | 2025 | | Michael S. Simmons | | | | | ISA Fees: | | | | | CompX | $162,000 | $191,000 | $309,000 | | Kronos Worldwide | 727,000 | 932,000 | 1,504,000 | | NL | 431,000 | 536,000 | 803,000 | | | $1,320,000 | $1,659,000 | $2,616,000 | | Courtney J. Riley | | | | | ISA Fees: | | | | | CompX | $33,000 | $33,000 | $43,000 | | Kronos Worldwide | 752,000 | 777,000 | 808,000 | | NL | 614,000 | 623,000 | 561,000 | | | $1,399,000 | $1,433,000 | $1,412,000 | | Amy A. Samford | | | | | ISA Fees: | | | | | CompX | $441,000 | $468,000 | $415,000 | | Kronos Worldwide | 220,000 | 229,000 | 265,000 | | NL | 514,000 | 534,000 | 545,000 | | | $1,175,000 | $1,231,000 | $1,225,000 | | John A. Sunny | | | | | ISA Fees: | | | | | CompX | | $68,000 | $71,000 | | Kronos Worldwide | | 954,000 | 1,013,000 | | NL | | 56,000 | 58,000 | | | | $1,078,000 | $1,142,000 | | John R. Powers, III | | | | | ISA Fees: | | | | | CompX | $39,000 | $40,000 | $50,000 | | Kronos Worldwide | 174,000 | 181,000 | 180,000 | | NL | 458,000 | 475,000 | 493,000 | | | $671,000 | $696,000 | $723,000 |
2025 Summary Compensation Table (1)
No Grants of Plan-Based Awards. During 2025, no named executive officer received any plan-based awards from us or our subsidiaries. No Outstanding Equity Awards at December 31, 2025. At December 31, 2025, 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 2025, 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 2025, the total annual compensation (as disclosed in the 2025 Summary Compensation Table) of Courtney J. Riley, our chief executive officer, is $1,412,000; 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 $81,209; and the ratio of such two amounts is 17 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 2025.
2025 Summary Compensation Table (1)
| | 2025 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 |
2025 Summary Compensation Table (1)
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 2025 director services provided to us. 2025 Director Compensation (1)
2025 Summary Compensation Table (1)
| | Fees Earned | | | | | or Paid in | Stock | | | Name | Cash (2) | Awards (3) | Total | | Loretta J. Feehan (4) | $107,000 | $20,100 | $127,100 | | John E. Harper (4) | 107,000 | 20,100 | 127,100 | | Kevin B. Kramer (4) | 82,000 | 20,100 | 102,100 | | Meredith W. Mendes (4) | 107,000 | 20,100 | 127,100 | | Cecil H. Moore, Jr. (4) | 107,000 | 20,100 | 127,100 | | R. Gerald Turner (4)(5) | 40,500 | 20,100 | 60,600 |
2025 Summary Compensation Table (1)
| (1) Certain non-applicable columns have been omitted from this table. |
2025 Summary Compensation Table (1)
| (2) Represents cash retainers and meeting fees the director earned for director services he or she provided to us in 2025. |
2025 Summary Compensation Table (1)
| (3) Represents the value of 2,500 shares of our common stock we granted to each of these directors on May 15, 2025. For the purposes of this table, we valued these stock awards at the $8.04 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. |
2025 Summary Compensation Table (1)
| (4) In addition to the fees disclosed, in 2025 Ms. Feehan received compensation from CompX and Kronos Worldwide, and Ms. Mendes, Dr. Turner 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 2025, they each earned the following for these director services: |
2025 Summary Compensation Table (1)
| | Fees Earned or | Stock | | | Name | Paid in Cash (a) | Awards (b) | Total | | Loretta J. Feehan | | | | | CompX Director Services | $105,000 | $19,493 | $124,493 | | Kronos Worldwide Director Services | 108,000 | 20,076 | 128,076 | | | $213,000 | $39,569 | $252,569 | | John E. Harper | | | | | Kronos Worldwide Director Services | $108,000 | $20,076 | $128,076 | | Kevin B. Kramer | | | | | Kronos Worldwide Director Services | $83,000 | $20,076 | $103,076 | | Meredith W. Mendes | | | | | Kronos Worldwide Director Services | $103,000 | $20,076 | $123,076 | | Cecil H. Moore, Jr. | | | | | Kronos Worldwide Director Services | $107,000 | $20,076 | $127,076 | | R. Gerald Turner | | | | | Kronos Worldwide Director Services | $88,000 | $20,076 | $108,076 |
2025 Summary Compensation Table (1)
| (a) Represents cash retainers and meeting fees earned for 2025 director services. |
2025 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: |
2025 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 | 750 | 5/21/25 | $25.99 | $19,493 | | Kronos Worldwide Common Stock | 2,800 | 5/14/25 | 7.17 | 20,076 |
2025 Summary Compensation Table (1)
| (5) Dr. Turner became a director of NL in May 2025. |
2025 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 2025; 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) | | 2025 | n/a | 1,412,000 | n/a | 1,412,000 | 1,426,500 | 1,426,500 | 163 | 172 | (35,371) | | 2024 | n/a | 1,433,000 | n/a | 1,433,000 | 1,166,000 | 1,166,000 | 212 | 165 | 69,261 | | 2023 | n/a | 1,399,000 | n/a | 1,399,000 | 957,000 | 957,000 | 139 | 120 | 582 | | 2022 | n/a | 1,077,000 | n/a | 1,077,000 | 1,930,400 | 1,930,400 | 160 | 96 | 36,456 | | 2021 | 6,138,000 | 945,000 | 6,138,000 | 945,000 | 788,250 | 788,250 | 160 | 105 | 53,360 |
Pay Versus Performance Table
| (1) Our only PEO for 2022 through 2025 was Courtney J. Riley. In 2021, we had two PEOs: Mr. Graham served as our chief executive officer until June 2021, when Ms. 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
2025: Michael S. Simmons, Amy A. Samford, John A. Sunny, John R. Powers, III 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
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, 2020 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, 2025: 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; |
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| ● | 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 |
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| ● | 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.
DIRECTORS
DIRECTORS Section 3.1. Number, Qualifications and Term of Office. The business and affairs of the corporation shall be managed by a board of directors. Subject to the preferential voting rights of the holders of preferred stock or any other class of capital stock of the corporation or any series of any of the foregoing that is then outstanding, the board of directors shall consist of one or more members. The number of members of the board of directors shall be fixed from time to time (a) by the board of directors pursuant to a resolution adopted by a majority of the entire board of directors or (b) by the stockholders pursuant to a resolution adopted by a majority of the holders of shares of the corporation entitled to vote for the election of directors; provided, however, that if the stockholders have acted to fix the number of directors, any action by the board of directors to fix another number shall only become effective on or after the first annual meeting of stockholders that follows such stockholder action. Each director shall be elected at the annual meeting of the stockholders (or a special meeting called for such purpose) by a plurality vote, except as provided in Section 3.4, and each director elected shall hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term expires. Section 3.2. Nomination of Director Candidates. (a)Subject to the preferential voting rights of the holders of preferred stock or any other class of capital stock of the corporation or any series of any of the foregoing that is then outstanding, nominations for the election of directors may be made (i) by the board of directors or (ii) by any stockholder entitled to vote for the election of directors who complies with the procedures established in this Section 3.2. In order to be eligible for election as a director, any director nominee must first be nominated in accordance with the provisions of these bylaws. (b)Any stockholder entitled to vote for the election of a director at a meeting may nominate persons for whom such stockholder may vote only if written notice of such stockholder’s intent to make such nomination is given, either by personal delivery or by United States mail, postage prepaid, to the secretary of the corporation (1) with respect to an election to be held at an annual meeting of stockholders, not less than one hundred twenty (120) days nor more than one hundred fifty (150) days in advance of the anniversary of the previous year's annual meeting; provided, however, that in the event the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received no later than the close of business on the tenth (10th) day following the date on which such notice of the date of the annual meeting was mailed or the public disclosure of the date of the annual meeting was made, whichever first occurs; and (2) with respect to an election to be held at a special meeting of stockholders for the election of directors, by the close of business on the tenth day following the date on which notice of such meeting is first mailed to stockholders or public disclosure of the date of the special meeting was made, whichever first occurs. In no event shall the adjournment or postponement of the annual meeting or a special meeting called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder's notice as described above. Each such notice shall set forth: (c)as to the stockholder who intends to make the nomination (for purposes of this section, the “proponent”) and the beneficial owner, if any, on whose behalf the nomination is being made, (A) the name and address of each such person, and of any holder of record of the proponent’s shares as they appear on the corporation’s books; (B) the class and number of shares of capital stock of the corporation that are owned (beneficially and of record) by each such person and owned by any holder of record of each such person’s shares, as of the date of such proponent’s notice, and a representation that the proponent will notify the corporation in writing of the class and number of such shares owned of record and beneficially by each such person as of the record date for determining the stockholders entitled to vote at the meeting not later than five (5) business days following such record date; (C) a description of all agreements, arrangements or understandings with respect to such nomination between each such person and any of its affiliates or associates, and any other person or persons (naming such person or persons) acting in concert with any of the foregoing, and a representation that the proponent will notify the corporation in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting not later than five (5) business days following such record date; (D) a description of any agreement, arrangement or understanding (including any derivative instruments, swaps, warrants, short positions, profit interests, options, hedging transactions, borrowed or loaned shares or other transactions) that has been entered into as of the date of the proponent's notice by, or on behalf of, each such person or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of each such person or any of its affiliates or associates with respect to shares of stock of the corporation, and a representation that the proponent will notify the corporation in writing of any such agreement, arrangement or understanding in effect as of such record date for the meeting not later than five (5) business days following such record date; (E) a representation that the proponent is a holder of record or beneficial owner of shares of the corporation entitled to vote at the annual meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (F) a representation whether the proponent intends to solicit proxies in support of director nominees other than the corporation’s nominees in accordance with Rule 14a-19 promulgated under the Exchange Act (including a statement that such proponent intends to solicit the holders of shares representing at least 67% of the voting power of shares of the corporation entitled to vote on the election of directors), and (G) any other information relating to each such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by each such person with respect to the proposed business to be brought by each such person before the annual meeting pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder pursuant to which the nomination or nominations are to be made by the stockholder; and (ii) as to each person whom the proponent proposes to nominate for election as director, (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of all shares of capital stock of the corporation that are owned of record and beneficially by such person, (D) as an appendix, a completed and signed questionnaire, representation and agreement required by clause (e) of this Section 3.2, and
DIRECTORS
(E) any other information relating to such nominee that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies for election as directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder. Such notice must be accompanied by the written consent of each proposed nominee to being named as a nominee in the corporation’s proxy statement and any accompanying proxy and to serve as a director of the corporation if elected. (c)In addition to the information required pursuant to this Section 3.2 or any other provision of these bylaws, the corporation may require any proposed nominee to furnish any other information that, among other things, (i) may reasonably be required by the corporation to determine whether the proposed nominee would be independent under the rules and listing standards of the principal United States securities exchanges upon which the stock of the corporation is listed or traded, any applicable rules of the U.S. Securities and Exchange Commission or any publicly disclosed standards used by the board of directors in determining and disclosing the independence of the corporation’s directors, (ii) could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee, or (iii) may reasonably be required by the corporation to determine the eligibility of such nominee to serve as a director of the corporation. If the chair of the meeting (or the board of directors in advance of any such meeting) determines that a nomination of any candidate for election as a director was not made in compliance with the applicable provisions of these bylaws, such nomination shall be void. (d) Notwithstanding anything in these bylaws to the contrary, unless otherwise required by law, (i) if a proponent intending to make a nomination at an annual or special meeting pursuant to this Section 3.2 does not provide the information required under such section to the corporation (including providing the updated information required by clauses (b)(i)(B), b(i)(C) and (b)(i)(D) of this Section 3.2 by the deadlines specified therein), or the proponent (or a qualified representative of the proponent) does not appear at the meeting to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the corporation, and (ii) if any stockholder or any affiliate or associate of, or other person acting in concert with, such stockholder (A) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act with respect to any proposed director nominee and (B) either (x) notifies the corporation that such stockholder or other person no longer intends to solicit proxies in support of a proposed nominee in accordance with Rule 14a-19(b) promulgated under the Exchange Act or (y) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) promulgated under the Exchange Act (or fails to timely provide reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence), then in either case the nomination of each such proposed nominee shall be disregarded, notwithstanding that proxies or votes in respect of the election of such proposed nominee may have been received by the corporation (which proxies and votes shall also be disregarded). Upon request by the corporation, if any stockholder provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such stockholder shall deliver to the corporation, no later than five (5) business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act. (e)To be eligible to be a nominee for election as a director of the corporation, a person nominated in accordance with clause (b) of this Section 3.2 must deliver (in accordance with the time periods prescribed for delivery of notice under such clause) to the secretary of the corporation at the principal executive offices of the corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the secretary within ten (10) days of a written request therefor by a stockholder of record) and a written representation and agreement (in the form provided by the secretary within ten (10) days of a written request therefor by a stockholder of record) that such person (i) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the corporation, will act or vote on any issue or question that has not been disclosed to the corporation, (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (iii) in such person's individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the corporation, and will comply with, applicable law and all applicable publicly disclosed corporate governance, conflict of interest, corporate opportunities, confidentiality and stock ownership and trading policies and guidelines of the corporation. Section 3.3. Removals. Subject to the preferential voting rights of the holders of preferred stock or any other class of capital stock of the corporation or any series of any of the foregoing that is then outstanding at any meeting of stockholders called expressly for the purpose of removing a director or directors, each director may be removed from office at any time by the stockholders, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of all of the shares of the corporation entitled to vote for the election of such director. Section 3.4. Vacancies. Subject to the preferential voting rights of the holders of preferred stock or any other class of capital stock of the corporation or any series of any of the foregoing that is then outstanding and except as otherwise required by law, all vacancies in the board of directors, whether caused by resignation, death or otherwise, may be filled by a majority of the remaining directors though less than a quorum; provided, however, that any vacancy resulting from an increase in the number of directors that is the result of a resolution adopted by the stockholders of the corporation may be filled by the stockholders of the corporation in accordance with the laws of the state of Delaware, any other applicable provisions of the certificate of incorporation and these bylaws. Each director so chosen shall hold office for the unexpired term of his or her predecessor and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. Section 3.5. Annual Meeting. The annual meeting of the board of directors may be held without notice immediately after the annual meeting of stockholders at the location of the stockholders’ meeting. If not held immediately after the annual meeting of the stockholders, the annual meeting of the board of directors shall be held as soon thereafter as may be convenient.
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Section 3.6. Other Meetings and Notice. Regular meetings of the board of directors may be held with or without notice at such time and at such place as shall from time to time be determined by the board of directors. Special meetings of the board of directors may be called by or at the request of the chair of the board, the vice chair of the board, the president or the chief executive officer and shall be called by the chair of the board on the written request of a majority of directors, in each case on at least twenty-four hours notice to each director. Section 3.7. Quorum. A majority of the total number of directors shall be necessary at all meetings to constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the meeting as originally notified and called. Section 3.8. Committees. Standing or temporary committees consisting of one or more directors of the corporation may be appointed by the board of directors from time to time. The corporation hereby elects to be governed by Section 141(c)(2) of the Delaware General Corporation Law and, as such, any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the corporation. All committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the corporation, and shall report the same to the board of directors at its next meeting. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The board shall have the power at any time to change the membership of, to increase or decrease the membership of, to fill all vacancies in and to discharge any committee of the board, or any member thereof, either with or without cause. Section 3.9. Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by the resolution of the board of directors designating such committee, but in all cases the presence of at least a majority of the members of such committee shall be necessary to constitute a quorum. Section 3.10. Telephonic Meetings. Members of the board of directors or any committee designated by the board of directors may participate in any meeting of the board of directors or such committee by means of a conference telephone or other electronic communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at such meeting. Section 3.11. Presumption of Assent A director of the corporation who is present at a meeting of the board of directors or any committee thereof at which action on any corporate matter is taken shall be deemed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. Section 3.12. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all members of the board of directors or such committee, as the case may be, consent thereto in writing or electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board of directors or committee. Action taken pursuant to such written consent of the board of directors or of any committee thereof shall have the same force and effect as if taken by the board of directors or the committee, as the case may be, at a meeting thereof. Section 3.13. Compensation. The board of directors shall have the authority to fix the compensation of directors. Section 3.14. Minutes. The board of directors shall cause to be kept regular minutes of its proceedings, and such minutes shall be placed in the minute proceedings of the corporation (which may be maintained in paper or electronic form).