Independent
Tenure on this board
33.4 yrs
Also a director at
Valhi Inc (VHI)
8 nominees · 2 ballot items.
Election of eight directors to the board; and a nonbinding advisory (Say-on-Pay) vote to approve named executive officer compensation as disclosed in the proxy statement.
Elect eight director nominees named in the proxy statement to serve until the 2027 annual meeting.
Nonbinding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management-sponsored Say-on-Pay proposal asks stockholders to cast a nonbinding advisory vote approving the company’s named executive officer compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and tabular disclosures. Management is seeking shareholder approval primarily to satisfy SEC requirements for an advisory vote and to solicit shareholder feedback on executive pay practices. The proposal is advisory only and does not alter compensation arrangements or create legal entitlements, but a poor vote outcome could trigger board and compensation committee engagement with investors and potential design changes. The company presents context that its pay program is largely cash-based with discretionary bonuses, an intercorporate services agreement allocating certain executive costs from Contran, and no equity awards for executives—factors that bear on pay-for-performance assessments. The board recommends a vote FOR, citing alignment of compensation with company performance, historical strong shareholder support (90% approval in 2025), and the view that the disclosed practices appropriately balance retention, performance incentives and governance oversight. Notably, CompX is a controlled company (NL holds ~87.3% of class A stock), which makes actual outcome highly likely to follow the controlling stockholder’s voting intent; this governance context reduces upside risk of a successful shareholder-led change but increases the importance of engagement for unaffiliated investors. The proposal’s nonbinding nature means stewardship groups will evaluate the company’s disclosure quality, pay design (discretionary cash bonuses, ISA arrangements, limited equity), and whether compensation effectively aligns with long-term shareholder value when forming voting recommendations. Investors analyzing the proposal should weigh the discretionary structure and ISA cost allocation against recent financial performance, dividend returns and the board’s rationale, and consider the potential implications of a low affirmative vote on future board-shareholder dialogue and compensation program revisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 1.4% | 171,851 | $4M |
| 2 | ROYCE ASSOCIATES LP | 1.3% | 166,074 | $4M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 0.9% | 106,949 | $2M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 0.6% | 78,220 | $2M |
| 5 | BlackRock, Inc. | 0.4% | 49,418 | $1M |
| 6 | BlackRock, Inc. | 0.4% | 44,207 | $1M |
| 7 | STATE STREET CORP | 0.2% | 30,600 | $715K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.2% | 28,589 | $668K |
| 9 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.2% | 23,667 | $553K |
| 10 | NORTHERN TRUST CORP | 0.1% | 16,731 | $391K |
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