Ann Manix
About Ann Manix
Ann Manix, age 72, has served as an independent director of CompX International Inc. since 1998. She chairs the Management Development & Compensation Committee and is a member of the Audit Committee, with over two decades of board and committee experience at CIX; the board has determined she is independent under NYSE American standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ducker Worldwide, LLC | Managing Partner | 1994–2006 | Led global market intelligence, consulting and financial advisory team |
| Ducker Worldwide, LLC | Global market intelligence team member | Prior to 2014 (dates not fully specified) | Industrial research expertise |
| Summus, Ltd. | Principal | Since 2008 | Strategic consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blue Canyon Partners, Inc. | Director | Since 2014 | Global management consulting firm (private) |
| Summus, Ltd. | Principal | Since 2008 | Strategic consulting (private) |
Board Governance
- Committee assignments: Chair, Management Development & Compensation Committee; Member, Audit Committee .
- Independence: The board determined Manix is independent under NYSE American standards; CIX operates as a “controlled company” and does not maintain a nominations committee; the compensation committee has no charter and does not meet all NYSE American standards (while members are independent) .
- Attendance and engagement: Board held 4 meetings in 2024 and each incumbent director attended all board and relevant committee meetings; Audit Committee held 5 meetings; Management Development & Compensation Committee held 1 meeting .
- Presiding independent director: Audit Committee chair presides at independent director sessions (Audit Committee chaired by Thomas E. Barry) .
Fixed Compensation
| Component | Annual Amount ($) | Notes |
|---|---|---|
| Base director retainer | 50,000 | Increased from 40,000 effective July 1, 2024 |
| Chair of the board (non-exec) retainer | 50,000 | Separate from base retainer |
| Audit Committee chair or “financial expert” retainer | 45,000 | If same person holds both, only one retainer paid |
| Audit Committee member retainer (other members) | 25,000 | Applies to non-chair, non-“financial expert” members |
| Other committee membership retainer | 5,000 | E.g., Management Development & Compensation Committee |
| Meeting fees | 1,000 per day | Plus hourly rate up to 1,000/day for other services |
| Director | Year | Cash Fees ($) | Stock Award ($) | Shares Granted | Grant Date | Price/Share ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Ann Manix | 2024 | 80,000 | 20,216 | 800 | May 22, 2024 | 25.27 | 100,216 |
Cash breakdown: Base 50,000 + Audit Committee member 25,000 + other committee 5,000 = 80,000 .
Performance Compensation
- Annual director equity grant: On the day of the annual meeting, each eligible non-employee director receives fully vested, tradable shares valued at $20,000 (rounded to nearest 50 shares; cap 10,000 shares), based on the closing price on grant date; for 2024, directors received 800 shares valued at $25.27/share on May 22, 2024 .
- Stock ownership guideline for non-employee directors: May not sell shares acquired via annual grants unless, immediately after any sale, they hold shares valued at least three times the base annual cash retainer (3x $50,000 = $150,000) .
- No director options, RSUs/PSUs, performance metrics, or deferred equity noted for directors; equity awards are time-based and fully vested at grant .
Other Directorships & Interlocks
- No other public company directorships disclosed for Ann Manix in the proxy; her disclosed affiliations are private firms (Blue Canyon Partners; Summus; Ducker) .
- Compensation Committee Interlocks: During 2024, committee members (including Manix) had no interlocks or related-party relationships requiring disclosure under SEC rules .
Expertise & Qualifications
- Senior executive, operating, corporate governance, finance, and financial accounting oversight experience across publicly and privately held entities; over 26 years on CIX’s board and audit committee, and 23 years on its compensation committee .
- Audit Committee member (not designated a financial expert; Audit Committee financial experts are Terri L. Herrington and Gina A. Norris) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Ann Manix | 7,825 | <1% |
- Shares outstanding basis: 12,318,557 Class A shares at record date .
- Ownership alignment: Directors are subject to the 3x base retainer stock ownership guideline for shares acquired via annual grants; compliance status by individual director is not disclosed .
Governance Assessment
-
Positives:
- Independent director with long-tenured committee leadership (Compensation chair) and 100% attendance; active participation on Audit (five meetings) and Compensation (one meeting) committees supports board effectiveness .
- Clear director compensation structure with modest cash retainers and transparent annual stock grant; ownership guideline ties ongoing equity holding to retainer multiple, enhancing alignment .
- No compensation committee interlocks or related-party relationships requiring disclosure for Manix; Section 16(a) compliance reported for directors .
-
Structural risks and potential red flags:
- Controlled company governance: NL Industries’ 87.3% ownership; CIX does not maintain an independent nominations committee, and the Compensation Committee does not meet all NYSE American corporate governance standards or maintain a charter—elevates governance risk despite independent membership .
- Hedging policy: CIX has not adopted a formal anti-hedging policy; directors must comply with insider trading policy, but absence of explicit hedging prohibition may be a shareholder-alignment concern; no explicit pledging prohibition disclosed .
- Related-party ecosystem: Extensive intercorporate services and risk-management arrangements with Contran/affiliates (e.g., ISA fees ~$3.2 million in 2024; expected ~$3.4 million in 2025; cash management loans and tax sharing agreements) increase potential conflicts of interest at the company level, mitigated by Audit Committee oversight and independent director approval protocols; no director-specific related-party exposure disclosed for Manix .
-
Shareholder sentiment:
- Say-on-Pay at 2024 annual meeting approved with 90.3% of eligible votes—indicates generally favorable investor view of compensation practices (executive-level), indirectly supportive of board oversight; no material changes subsequently adopted .
Overall: Manix’s independent status, chair role on Compensation, and consistent attendance are positives for board effectiveness. The controlled company framework and absence of a compensation committee charter, plus the lack of a formal anti-hedging policy, are governance constraints to monitor. No specific conflicts or attendance issues are disclosed for Manix, and her disclosed equity ownership and annual stock grants provide moderate alignment within CIX’s director compensation structure .