Gina A. Norris
About Gina A. Norris
Gina A. Norris, age 66, is an independent director of CompX International Inc. (CIX) since 2023 and serves on CIX’s Audit Committee; the board has determined she is independent under NYSE American standards and identified her as an “audit committee financial expert.” She is Senior Vice President at Matthews Southwest (since 2013), a CFA charterholder, and currently serves on the board and audit committee of Valhi (public) and as an independent director at Sammons Financial Group (private) with board roles at Midland National Life and North American Company for Life and Health Insurance; prior roles include Encore Wire (public; 2020–2024; chaired Audit and Sustainability), Texas Security Bank (2016–2023), State Fair of Texas board chair (2019–2022), Crow Holdings (2000–2010), and corporate banking at First Chicago/Bank One (1982–2000) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Matthews Southwest | Senior Vice President | 2013–present | Senior executive in private real estate development |
| Crow Holdings | Managing Director | 2000–2010 | Responsible for investments in industrial manufacturing and real estate in U.S. and Europe |
| First Chicago/Bank One | Corporate Banker | 1982–2000 | Corporate banking roles; finance experience |
| Stratford Lending (affiliate of Stratford Land) | President | 2010–2012 | Leadership in real estate financing |
External Roles
| Company/Organization | Role | Tenure | Committees/Details |
|---|---|---|---|
| Valhi, Inc. (public) | Director; Audit Committee member | Since 2023 | Governance and audit oversight |
| Sammons Financial Group (private) | Independent Director | Since Jan 2025 | Boards of Midland National Life and North American Company for Life and Health Insurance |
| Encore Wire Corporation (public) | Independent Director | 2020–2024 (until sale) | Chaired Audit and Sustainability; member of Compensation and Nominating & Corporate Governance |
| Texas Security Bank (private) | Independent Director | 2016–2023 | Board service at private bank holding company |
| State Fair of Texas (nonprofit) | Director; Board Chair | Director since 2009; Chair 2019–2022 | Community leadership |
Board Governance
- Committee assignments at CIX: Audit Committee member; identified by the board as an “audit committee financial expert” .
- Independence: Board determined Norris is independent; CIX is a controlled company under NYSE American (NL owns ~87.3%) and does not maintain a nominations committee; audit and compensation committees are composed of independent directors .
- Attendance and engagement: Board met 4 times in 2024; Audit Committee met 5 times; each incumbent director attended all board and committee meetings during 2024 (100% attendance) .
- Independent director sessions: Audit Committee chair presides at non-management and independent director meetings; CIX complies with NYSE American requirements for such meetings .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Audit Committee | Member; Audit Committee Financial Expert | 5 | 100% (each incumbent director attended all meetings) |
Fixed Compensation
| Component | Structure (2024) | Notes |
|---|---|---|
| Annual Director Retainer | $50,000 (effective Jul 1, 2024; increased from $40,000) | Non-employee directors eligible |
| Chair of the Board Retainer | $50,000 | Applies to chair; Norris is not chair |
| Audit Chair / Audit “Financial Expert” Retainer | $45,000 (one retainer if both capacities) | Norris is an audit committee financial expert (qualifies for this retainer) |
| Other Audit Committee Members | $25,000 | Committee service |
| Other Committee Members | $5,000 | Committee service |
| Meeting Fees | $1,000 per day; hourly rate up to $1,000/day for other services | Plus reimbursement of reasonable expenses |
| Director | Fees Earned/Paid in Cash (2024) | Stock Awards (2024) | Total (2024) |
|---|---|---|---|
| Gina A. Norris | $95,000 | $20,216 (800 shares at $25.27) | $115,216 |
- Equity grant mechanics: On May 22, 2024, eligible directors received fully vested, immediately tradable stock grants under the 2012 Director Stock Plan; value equal to $20,000 (rounded to nearest 50 shares), subject to a 10,000-share cap .
Performance Compensation
No performance-linked metrics are disclosed for director compensation at CIX; director equity grants are time-based and fully vested at grant .
Other Directorships & Interlocks
- Public company interlocks: Norris serves on Valhi’s board and audit committee (Valhi is a related company in the controlled group), creating information flow and potential interlocks across the Contran/NL/Valhi ecosystem .
- Prior public company: Encore Wire (audit and sustainability chair) until sale in 2024 .
Expertise & Qualifications
- Audit and finance: Board-designated audit committee financial expert; deep finance background across banking (First Chicago/Bank One), investments (Crow Holdings), and corporate governance; CFA charterholder .
- Industry breadth: Experience in industrial manufacturing investments, real estate development and operations, insurance/financial services board roles, and nonprofit leadership .
Equity Ownership
| Security | Beneficial Ownership | Percent of Class |
|---|---|---|
| CompX Class A Common Stock | 800 shares | * (less than 1%) |
| NL Industries Common Stock | -0- | -0- |
| Valhi Common Stock | 1,050 shares | * (less than 1%) |
- Shares outstanding (CIX): 12,318,557 Class A shares as of record date (Mar 25, 2025) .
- Director ownership guidelines: Non-employee directors may not sell shares acquired via annual stock grants unless, post-sale, they hold shares valued at least 3× the base annual cash retainer .
- Hedging/pledging: CIX has not adopted policies or practices specifically prohibiting hedging by employees/directors; transactions must comply with the insider trading policy (hedging treated like other transactions under the policy) .
Governance Assessment
- Strengths: Independent director with audit committee financial expert designation; 100% attendance in 2024; broad finance and governance experience; equity grants provide some alignment .
- Controlled company dynamics: NL owns ~87.3% of CIX; CIX does not maintain a nominations committee, and related-party structures are pervasive—requiring robust independent oversight by the Audit Committee (on which Norris serves) .
- Related-party exposure: Audit Committee annually reviews and approves ordinary-course related-party arrangements (risk management program with Tall Pines captive; tax sharing in the Contran Tax Group); CIX also maintains an unsecured revolving loan to Valhi (prime + 1.00%, amended to demand no earlier than Dec 31, 2026)—all approved as fair and reasonable, but represent potential conflicts and require continued scrutiny .
- Alignment risks: Director equity awards are modest versus cash retainers; beneficial ownership is de minimis; hedging not expressly prohibited under a standalone policy (covered by insider trading policy), which is less restrictive than many peers .
- Compensation change signal: 2024 director retainer increased from $40,000 to $50,000 (effective July 1, 2024), raising guaranteed pay; equity grant remained at ~$20,000 value, indicating increased fixed cash compensation relative to equity .