Bart W. Reichert

About Bart W. Reichert

Bart W. Reichert is Vice President, Internal Audit at CompX International (CIX), a role he has held since 2021; he also serves as Vice President, Internal Audit for affiliates Valhi, Kronos Worldwide, and NL Industries, after a 27-year career at PwC (1994–2021) where he was most recently a Managing Director . He is 54 years old per the company’s executive officer roster . During his tenure (since 2021), CompX’s TSR index (value of a $100 investment at 12/31/2019) moved from 165 in 2021 to 250 in 2024, while reported net income was $16,568k in 2021 and $16,587k in 2024, indicating strong market returns with relatively flat net income over that period . The company operates as a “controlled company” under NYSE American rules (NL owns 87.3% of class A), and it does not utilize specified performance measures to link NEO pay to performance (CEO bonus is discretionary; Contran-employed NEO charges are not performance-based), which shapes the incentives framework surrounding Reichert’s role .

Past Roles

External Roles

No external public-company directorships or outside roles were disclosed for Reichert in the company’s 2025 proxy and related executive officer bios reviewed .

Fixed Compensation

Notes:

• Reichert is employed by Contran and provides services to CIX under an Intercorporate Services Agreement (ISA). The “Salary” shown below represents CIX’s allocated portion of Contran’s cost for his services; these charges are not dependent on CIX financial performance .

Additional context on ISA cost components and allocation methodology (base salary, estimated bonus at Contran, taxes/benefits overhead; allocated by estimated time devoted) is disclosed in CD&A; charges are approved annually by independent directors and are not linked to CIX performance .

Performance Compensation

• CIX states it did not use specific financial performance measures to link NEO compensation to company performance in 2024; CEO bonus is discretionary. For Contran-employed NEOs like Reichert, CIX’s charge under the ISA reflects Contran’s cost allocations and is not performance-based at CIX; therefore, no CIX-based STI/LTI metrics, weightings, targets, or payouts apply to Reichert .

Equity Ownership & Alignment

• Beneficial ownership (as of record date in 2025 proxy):
  • CompX Class A: Reichert owns 0 shares; <1% (0.0%) of class .
  • NL Industries: 0 shares .
  • Valhi: 0 shares .

Alignment policies:

• No stock ownership requirements/guidelines for management; ownership guidelines apply only to non-employee directors (minimum value equal to 3x base annual cash retainer, on shares received as annual director grants) .
• Hedging/Pledging: Company states it has not adopted policies or practices specifically regarding hedging by employees (including officers) or directors; transactions remain subject to the insider trading policy; no pledging policy disclosure was identified in the reviewed sections .

Implication: Reichert has minimal “skin-in-the-game” at CIX/NL/Valhi, and management is not subject to ownership minimums, reducing alignment via equity exposure .

Employment Terms

• Employment relationship: Reichert is employed by Contran and provides services to CIX under an ISA; the ISA charge to CIX is reviewed annually and is not tied to CIX’s performance .
• Term/renewal: ISAs generally renew quarterly and are terminable by either party with written notice 30 days prior to the next quarter .
• Severance/change-of-control: No Reichert-specific employment agreement/severance/change-in-control terms were disclosed for Contran-employed NEOs in the reviewed proxy sections; ISA describes service and fee arrangements rather than individual severance economics .
• Non-compete/non-solicit: Not disclosed in the reviewed materials .
• Clawback: No Reichert-specific clawback terms disclosed in the reviewed materials; general insider trading policy noted .

Performance & Track Record (Company context during Reichert’s tenure)

Notes:

• CIX identifies peer group as The Eastern Company and Strattec Security Corporation for TSR comparisons .
• CIX discloses it did not use specific performance measures to link NEO pay to performance in 2024 .

Compensation Committee Analysis and Governance Context

• Management Development and Compensation Committee members (as of March 5, 2025): Ann Manix (Chair), Thomas E. Barry, Terri L. Herrington .
• CIX is a “controlled company” (NL owns 87.3% of class A) and has chosen not to satisfy all NYSE American corporate governance standards for a compensation committee and not to have a committee charter; the company also does not have an independent nominations committee, with such matters handled by the full board .
• Compensation consultants: Neither the board, the committee, nor management engaged compensation consultants (2024 proxy) .
• Say-on-Pay: 2024 advisory approval 90.3% .

Related Party Transactions (Context for Compensation Mechanics)

• Intercorporate Services Agreements (ISAs) among Contran and affiliates: Services include executive, management, internal audit, accounting, tax, legal, etc., on annual fixed-fee basis allocated by estimated time spent and employer cost; fees approved by independent directors each year .
• CIX paid approximately $3.2 million to Contran under the ISA in 2024; expects to pay approximately $3.4 million in 2025 (includes services of certain NEOs employed by Contran, including Reichert) .

Say-on-Pay & Shareholder Feedback

Investment Implications

• Pay-for-performance alignment: Reichert’s compensation from CIX is an ISA allocation not linked to CIX performance; CIX discloses it did not use specific financial performance measures in 2024, which weakens direct incentive alignment for Contran-employed NEOs .
• Selling pressure/vesting overhang: No CIX equity awards for management; thus no vesting calendars or option overhang/selling pressure related to Reichert at CIX. This reduces equity-driven selling risk but also reduces equity-based alignment .
• Ownership alignment: Reichert holds zero CIX/NL/Valhi shares, and management lacks ownership guidelines; this is a potential alignment gap versus many public-company norms .
• Governance risk: Controlled company status; absence of a nominating committee; compensation committee without a charter; no specific hedging policy adoption—all suggest governance practices that may be less shareholder-aligned than typical peers, though Say-on-Pay support has been high (90.3%) .
• Related-party structures: The ISA centralizes executive services and costs across Contran affiliates and is renewed quarterly; while management asserts fairness, related-party reliance is a structural consideration for investors assessing independence and transparency of executive pay .

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