Andrew B. Nace
About Andrew B. Nace
Andrew B. Nace is Executive Vice President at CompX International (CIX). He has served as EVP since 2017, after serving as Vice President from 2013–2017; he also currently serves as Executive Vice President of Kronos Worldwide and NL Industries, and as Executive Vice President and General Counsel of Valhi and Contran. He has been a director of Contran since 2023 and has held legal and officer positions across the Contran-related group since 2003; his age is 60 per the 2025 proxy . Company performance context during his tenure: CompX’s TSR index (base $100 in 2018) reached 238 in 2023, with net income of $22.6 million; management states executive pay is not formally linked to specific performance metrics and no equity awards are granted .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CompX International | Vice President | 2013–2017 | Senior legal/executive leadership within CompX’s Contran-affiliate ecosystem |
| CompX International | Executive Vice President | 2017–present | Group-wide executive oversight; continued cross-entity legal leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Contran Corporation | Director | 2023–present | Governance role at controlling parent; information flow across affiliates |
| Valhi, Inc. | Executive Vice President and General Counsel | Current (tenure within group since 2003) | Legal oversight and compliance across multi-entity structure |
| Contran Corporation | Executive Vice President and General Counsel | Current (tenure within group since 2003) | Legal strategy and governance at controlling parent |
| Kronos Worldwide, Inc. | Executive Vice President | Current | Executive leadership aligned with CompX sister companies |
| NL Industries, Inc. | Executive Vice President | Current | Executive leadership aligned with CompX sister companies |
Fixed Compensation
Compensation for Nace is reported as the portion of fees paid under CompX’s Intercorporate Services Agreement (ISA) with Contran, reflecting Contran’s employment cost allocation; amounts are not dependent on CompX’s performance .
| Metric (USD) | 2017 | 2018 | 2019 | 2020 | 2021 |
|---|---|---|---|---|---|
| Salary (ISA allocation) | $215,000 | $306,000 | $350,000 | $370,000 | $298,000 |
| Bonus | - | - | - | - | - |
| Stock Awards | - | - | - | - | - |
| All Other Compensation | - | - | - | - | - |
| Total | $215,000 | $306,000 | $350,000 | $370,000 | $298,000 |
Notes:
- ISA methodology: base salary, prior-year bonus estimate, payroll taxes, and a 25% overhead factor; allocations are based on expected time devoted to each affiliate; amounts are reviewed by CompX’s compensation committee and are not tied to CompX performance .
Performance Compensation
CompX does not grant equity awards to employees or officers and did not use specific financial performance measures to link named executive officer compensation to company performance in recent years; senior officers employed by CompX may receive discretionary bonuses, but Contran-employed officers (like Nace) are not directly compensated by CompX and historically show no bonus awards in the tables .
| Incentive Type | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive (CompX senior officers) | Discretionary (no formal metrics) | N/A | N/A | Discretionary | N/A |
| Equity Awards | None granted to employees/officers | N/A | N/A | N/A | N/A |
| Plan-based awards | None to NEOs in 2021–2022 | N/A | N/A | N/A | N/A |
Equity Ownership & Alignment
- Beneficial ownership in CompX: As of the 2021 record date, Nace held 1,750 shares of CompX Class A common stock; less than 1% of shares outstanding (12,401,157) .
- Subsequent proxies list director/NEO ownership but do not individually disclose Nace’s CompX holdings for 2024–2025; directors/NEOs as a group held 46,732 shares in 2023 and 48,582 shares in 2024 .
- Hedging/pledging: CompX has not adopted specific hedging policies; employees and directors must comply with the insider trading policy (filed as an exhibit to the 2024 Form 10-K). No pledging disclosures identified for Nace .
| Ownership Metric | 2021 |
|---|---|
| CompX Class A shares held | 1,750 |
| Shares outstanding (record date) | 12,401,157 |
Employment Terms
- Status: Nace is employed by Contran and provides services to CompX pursuant to the ISA; compensation reported by CompX reflects allocations of Contran’s employment costs and is not performance-dependent for CompX .
- Severance/Change-of-Control: No individual employment agreement, severance multiples, or change-of-control terms identified for Nace in reviewed filings; CompX indicates it does not grant equity awards, so no accelerated vesting terms apply .
- Deferred compensation/pension: CompX reports no defined benefit plans and no nonqualified deferred compensation for NEOs in 2021–2022; no indications for Nace beyond ISA allocations .
- Clawbacks/tax gross-ups: No clawback provisions or tax gross-ups disclosed for NEOs in the reviewed CompX proxies; compensation consultants were not engaged .
Performance & Track Record
Company Pay vs. Performance context during Nace’s EVP tenure:
| Metric | 2019 | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|---|
| CompX TSR index (base $100) | 109 | 110 | 180 | 166 | 238 |
| Net Income ($ thousands) | 15,998 | 10,323 | 16,568 | 20,871 | 22,593 |
Observations:
- CompX TSR and net income improved on balance through 2023; management explicitly notes no formal linkage of executive pay to these measures and absence of equity grants .
Governance, Peer Group, and Shareholder Feedback
- Compensation policy risk: No equity awards; discretionary bonuses; management views policies as not likely to induce excessive risk .
- Compensation consultants: None engaged .
- Peer group (for TSR in 10-K performance graph): The Eastern Company and Strattec Security Corporation .
- Say-on-pay: Approval of 90.2% in 2023 and 90.3% in 2024; no material changes made following favorable votes .
Investment Implications
- Alignment: Nace’s compensation is paid via Contran’s ISA allocation and shows no equity awards or formulaic metric ties; his direct CompX share ownership was modest (1,750 shares in 2021), and CompX has no hedging prohibition—diluted alignment versus companies with robust ownership guidelines and equity-heavy pay .
- Retention risk: Low near-term vesting pressure due to no RSUs/options and discretionary bonus structure; cross-entity senior roles and Contran directorship suggest strong retention within the controlled group .
- Trading signals: Absence of scheduled vesting events reduces predictable insider selling cadence; lack of equity means fewer mechanistic sell windows. Monitor Form 4s for any discretionary trades given no anti-hedging policy and modest disclosed ownership .
- Pay-for-performance: With compensation not tied to defined performance metrics and ISA amounts not dependent on CompX performance, investors should rely on company-level TSR and earnings trends rather than expecting incentive-driven margin or growth targets from this executive .