Jane R. Grimm

About Jane R. Grimm

Jane R. Grimm is Vice President, General Counsel and Secretary at CompX International Inc. (CIX). She has served as General Counsel since 2021 and as Vice President and Secretary since 2017; she also currently serves as Vice President and Secretary of Valhi, Inc. . Age: 54 . Background: legal leadership across Contran-related companies since 2010 . Performance context during her GC tenure: CompX’s total shareholder return (TSR) index rose from 165 at year‑end 2021 to 250 at year‑end 2024, while reported net income was $16,568k (2021), $20,871k (2022), $22,593k (2023), and $16,587k (2024) .

Past Roles

External Roles

Fixed Compensation

• CompX’s executive compensation program is primarily cash‑based, with no long‑term equity compensation to employees; annual compensation for the CEO consists of base salary plus a discretionary cash bonus .
• Many executive services (including certain named executive officers) are provided via an Intercorporate Services Agreement (ISA) with Contran; CompX paid approximately $3.2 million under the ISA in 2024 and expects ~$3.4 million in 2025, allocated based on expected time devoted and Contran’s employment costs .
• No written employment agreement exists for the CEO; the proxy does not disclose any employment contract terms for Ms. Grimm .
• No equity grants to employees in 2024; CompX does not anticipate equity‑based compensation for employees in 2025, other than annual stock grants to eligible directors .

Performance Compensation

• Annual bonuses are discretionary and not tied to formulaic financial performance metrics; for the CEO, factors include responsibility, performance, attitude, prior bonuses, and company performance, with no specific weighting or targets .
• Named executive officers employed by Contran are compensated via ISA allocations, not company‑specific incentive plans; amounts charged are independent of CompX’s financial performance .
• For 2024, the CEO’s bonus reflected strong cash flow enabling a $2.00/share special dividend and solid operations amid softened Marine Components demand; however, the company does not disclose any performance metric framework (weights/targets) for officer bonuses, and none is provided for Ms. Grimm .

Equity Ownership & Alignment

• At December 31, 2024, none of the named executive officers held outstanding stock options or equity incentive awards; there were no option exercises or stock vesting in 2024 .
• CompX has no stock ownership requirements or guidelines for management; only non‑employee directors have stock ownership guidelines (≥3× base annual cash retainer) tied to annual director stock grants .
• Employee/Officer/Director hedging: CompX has not adopted a hedging policy, though all insiders must comply with the insider trading policy (filed as Exhibit 19.1 to the 2024 10‑K) .
• Beneficial ownership detail for Ms. Grimm is not separately disclosed; total shares for current directors and executive officers as a group: 48,582 (<1%) .

Employment Terms

• ISA terms: services are provided on an annual fixed‑fee basis, allocated by estimated time and costs; the ISA generally renews quarterly and can be terminated by either party with 30 days’ prior notice before the next quarter .
• Severance/change‑of‑control provisions, clawbacks, tax gross‑ups, deferred compensation elections, non‑compete/non‑solicit: not disclosed for Ms. Grimm.
• Insider Trading Policy: adopted; designed to govern transactions involving CompX securities; hedging covered under general policy compliance .

Performance & Track Record

Company operating scale context:

• Values retrieved from S&P Global.

Governance & Shareholder Feedback

• Controlled company: NL Industries directly held ~87.3% of CompX’s class A shares as of the 2025 record date .
• 2024 Say‑on‑Pay (nonbinding) approval: 90.3% of eligible votes; no material changes to compensation practices were made thereafter .

Risk Indicators & Red Flags

• Absence of a hedging policy for employees/officers/directors may permit hedging that can weaken alignment with minority shareholders; reliance placed on insider trading policy .
• No management stock ownership guidelines and no employee equity grants reduce “skin‑in‑the‑game” alignment and eliminate vesting‑related retention levers .
• Compensation determined with limited external benchmarking; discretionary bonuses without pre‑set targets diminish pay‑for‑performance transparency .
• Controlled company structure concentrates voting power and limits the effect of minority shareholder votes on elections and Say‑on‑Pay outcomes .

Investment Implications

• Compensation alignment: The lack of equity awards, ownership requirements for management, and absence of a hedging policy collectively reduce direct alignment and provide minimal visibility into pay‑for‑performance for executives like Ms. Grimm; however, cash‑based discretion plus ISA cost discipline may support stable overhead .
• Retention and selling pressure: No vesting schedules or equity awards imply limited insider selling pressure signals, but also fewer retention hooks linked to long‑dated equity; retention depends on role, responsibilities, and ISA arrangements rather than vesting economics .
• Governance and trading signals: Controlled company status and discretionary bonus practices suggest fewer market‑visible catalysts tied to incentive targets; investors should focus on cash generation, dividend policy, and segment demand trends as primary drivers rather than insider Form 4 dynamics or equity‑based vesting events .