Independent
Tenure on this board
26.4 yrs
Also a director at
Compx International Inc (CIX)
7 nominees · 2 ballot items.
Elect seven directors to the board and approve, on a nonbinding advisory basis, the named executive officer compensation (Say-on-Pay).
Elect seven director nominees named in the proxy statement to serve until the 2027 annual meeting.
A nonbinding advisory vote to approve the compensation of Valhi’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a nonbinding advisory vote approving the company’s named executive officer (NEO) compensation as disclosed in the proxy materials. Management is seeking this advisory approval to satisfy SEC requirements for a Say-on-Pay vote and to obtain shareholder feedback on its compensation practices; the vote is explicitly nonbinding but serves as a gauge of investor sentiment. Contextually, Valhi is a controlled company with Dixie Rice holding approximately 91.4% of outstanding shares and indicating its intent to vote FOR the proposal, which makes passage highly likely. The proxy discloses that NEO compensation is largely effected through intercorporate services agreement (ISA) charges from Contran rather than direct cash or equity awards from Valhi, and that no equity-based compensation was granted to NEOs in 2025; this governance and compensation structure is material to evaluating the proposal. The board recommends a FOR vote, arguing that the compensation disclosure and processes described (including committee review and the ISA framework) are reasonable and that prior say-on-pay results were strongly favorable (93.8% approval in 2025), which management cites as validation of its approach. From a governance perspective, the advisory nature of the vote means it does not change contracts or pay arrangements directly, but a negative outcome could increase shareholder pressure and invite further dialogue or adjustments, particularly given the concentrated ownership and related-party arrangements described in the proxy. The board’s rationale emphasizes oversight by the management development and compensation committee, the chief financial officer’s concurrence on ISA charges, and reliance on collective board judgment rather than independent market benchmarking for some elements; these points are relevant to investors assessing independence and alignment. Given the company’s controlled status and the ISA-based compensation model, institutional investors and governance analysts will likely weigh the vote as an indicator of tolerance for related-party frameworks and for minimal use of equity incentives. The proposal’s likely passage (absent a substantial shift in voting by large holders) would affirm management’s current compensation disclosures and practices but does not preclude future shareholder engagement or changes in response to investor concern.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.8% | 229,467 | $3M |
| 2 | Empowered Funds, LLC | 0.5% | 143,076 | $2M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 0.5% | 128,417 | $2M |
| 4 | BlackRock, Inc. | 0.3% | 95,822 | $1M |
| 5 | National Philanthropic Trust | 0.3% | 87,717 | $1M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.2% | 62,080 | $888K |
| 7 | BlackRock, Inc. | 0.2% | 54,909 | $785K |
| 8 | Bank of New York Mellon Corp | 0.2% | 43,530 | $622K |
| 9 | STATE STREET CORP | 0.1% | 37,829 | $541K |
| 10 | JACOBS LEVY EQUITY MANAGEMENT, INC | 0.1% | 34,469 | $493K |
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