Loretta J. Feehan

About Loretta J. Feehan

Loretta J. Feehan, age 69, is a certified public accountant and the non‑executive Chair of the Board at CompX International Inc. (CIX). She has served as Chair at CIX, Kronos Worldwide, NL Industries, and Valhi since 2017 and as a director of each since 2014; previously she was a tax partner at Deloitte & Touche LLP and taught continuing education for Accountant’s Education Services (2002–2016). She is described as a representative of Contran and has been a financial advisor to Lisa K. Simmons (who may be deemed to control CIX) since prior to 2020 .

Past Roles

External Roles

Board Governance

• Role: Chair of the Board (non‑executive) at CIX; not listed as member of the Audit or Management Development & Compensation Committees (Audit: Barry (chair), Herrington, Manix, Norris, Tidlund; MD&C: Manix (chair), Barry, Herrington) .
• Independence: The board identified independent directors as Barry, Herrington, Manix, Norris, and Tidlund; Ms. Feehan is not listed (and is noted as a Contran representative), indicating she is not independent under NYSE American standards .
• Meetings and attendance: Board met 4 times in 2024; each incumbent director attended all board and applicable committee meetings (Feehan had 100% board attendance) .
• Executive sessions: Non‑management directors meet regularly and at least annually; independent directors meet at least annually. No lead independent director; Audit Committee chair presides over non‑management/independent sessions .
• Controlled company status: NL owned ~87.3% of CIX Class A common stock as of the record date; CIX uses controlled-company exemptions (no independent nominations committee; MD&C Committee without charter) .

Fixed Compensation

Performance Compensation

• Stock ownership guidelines: Non‑employee directors may not sell director grant shares unless, immediately after any sale, they hold CIX shares valued at least 3× the base annual cash retainer; guideline in effect alongside annual $20,000 stock grants on meeting date .

Other Directorships & Interlocks

• Group interlocks: Ms. Feehan chairs the boards of Valhi, NL Industries, and Kronos Worldwide, all related entities within the Contran/Dixie Rice/NL/Valhi/CIX structure; the board explicitly notes she is a Contran representative .
• Controlling stockholder: NL directly held ~87.3% of CIX Class A common stock and indicated it would vote for all director nominees and Say‑on‑Pay; this effectively determines outcomes and shapes governance dynamics .
• Related-party relationships context: Independent directors approved the annual Intercorporate Services Agreement (ISA) charge effective January 1, 2024, with other directors abstaining—indicating conflict management via abstention when related‑party matters arise .

Expertise & Qualifications

• CPA credential; 47+ years of financial and tax accounting and auditing experience, including as partner at a major international accounting firm; continuing education instructor for tax practitioners .
• Financial advisor to Lisa K. Simmons since prior to 2020 (context: Simmons may be deemed to control CIX and is chair of Contran’s board) .

Equity Ownership

• Beneficial ownership footnotes: Directors disclaim beneficial ownership except to the extent of pecuniary interest; percentage bases: CIX 12,318,557 shares; NL 48,847,734 shares; Valhi 28,294,793 shares (for voting purposes) .
• Hedging/pledging: CIX has not adopted specific hedging policies; insider trading policy applies; no disclosure of pledging by Ms. Feehan in the proxy .

Governance Assessment

• Strengths

  • Seasoned financial/accounting oversight as CPA; multi‑company chair experience across the corporate group .
  • Clear conflict‑management practice: independent directors approve ISA charges; non‑independent directors abstain .
  • 100% attendance at 2024 board meetings; Audit Committee chaired by an independent director; independent director executive sessions held, meeting exchange requirements .

• Concerns affecting investor confidence

  • Not independent and explicitly a Contran representative; combined chairs of multiple related boards concentrate influence aligned with controlling shareholder rather than minority investors .
  • Controlled company exemptions: no independent nominations committee; MD&C Committee lacks charter; management recommends director cash compensation to the full board—potential for limited independent counterbalance on board composition and pay .
  • Director equity is fully vested at grant and relatively small; compensation is largely fixed cash (chair + director retainers) with meeting fees, offering limited performance alignment; retainer increased from $40,000 to $50,000 in 2024 .
  • No dedicated anti‑hedging policy disclosed (insider trading policy governs), and no explicit anti‑pledging policy—potential alignment risk if hedging/pledging were to occur (no such activity disclosed for Ms. Feehan) .

• Shareholder signals

  • Say‑on‑Pay historically approved with strong support (90.3% at 2024 annual meeting), but outcomes are heavily influenced by the controlling shareholder (NL) .

RED FLAGS

• Non‑independent Chair and Contran representative status .
• Financial advisor relationship to controlling person (Lisa K. Simmons) .
• Controlled company governance exemptions (no independent nominations committee; MD&C Committee without charter) .
• No standalone anti‑hedging policy; insider policy covers hedging generally .

Appendix: Committee Participation Snapshot (2024)

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