Mary A. Tidlund
About Mary A. Tidlund
Mary A. Tidlund, age 68, has served on CompX International Inc.’s board since 2016 and is designated an independent director under NYSE American standards; she sits on the Audit Committee. Her background includes prior CEO experience in oil exploration and leadership of a global charitable foundation, and she also serves on Valhi’s board and Audit Committee, providing governance and finance oversight experience across related-party entities in the Contran-controlled group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Williston Wildcatters Oil Corporation | President & Chief Executive Officer | 1989–1995 | Led a former publicly traded oil exploration and service company; brings operating, corporate governance, finance, and financial accounting oversight experience |
| The Mary A. Tidlund Charitable Foundation | President | 1998–2017 | Designed and funded sustainable development projects worldwide; leadership experience in oversight and stewardship |
External Roles
| Organization | Role | Tenure | Board Committees/Notes |
|---|---|---|---|
| Valhi, Inc. (public company) | Director; Audit Committee member | Since prior to 2020 | Nine years of experience on Valhi’s board and audit committee as of the 2025 proxy; cross-entity governance and financial oversight within the Contran-controlled group |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 5 times in 2024; Audit Chair is Thomas E. Barry; Audit Committee financial experts are Terri L. Herrington and Gina A. Norris .
- Independence: Board determined Ms. Tidlund is independent under NYSE American standards; CompX is a “controlled company” (NL owns ~87.3%) and does not maintain an independent nominations committee .
- Attendance and engagement: Board held 4 meetings in 2024; each incumbent director attended all board and committee meetings held while in office in 2024 (i.e., 100% attendance for Ms. Tidlund) .
| Governance Metric | 2024 | Notes |
|---|---|---|
| Board Meetings Held | 4 | All incumbent directors attended all meetings |
| Audit Committee Meetings Held | 5 | Ms. Tidlund is a member |
| Independence Status | Independent | Determined under NYSE American standards |
| Lead Independent Director | None | Audit Chair presides at non-management/independent sessions |
Fixed Compensation
- Retainers are set for non-employee directors; meeting fees and stock grants supplement cash retainer .
| Component | Amount | Period/Detail |
|---|---|---|
| Annual Director Retainer | $50,000 | Increased from $40,000 effective July 1, 2024 |
| Audit Committee Member Retainer | $25,000 | For non-chair/non-financial expert members |
| Meeting Fees | $1,000 per day | Plus hourly rate for other services (capped at $1,000/day) |
| 2024 Cash Fees (Ms. Tidlund) | $75,000 | Includes retainers and meeting fees |
Performance Compensation
- Equity grants to eligible directors are annual, fully vested at grant, and not tied to performance metrics; no options are granted to directors under this plan .
| Equity Component | Grant Date | Shares | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual Director Stock Grant (2012 Director Stock Plan) | May 22, 2024 | 800 | $20,216 (800 × $25.27) | Fully vested and tradable at grant (subject to securities law) | None; fixed-value grant per plan |
Other Directorships & Interlocks
| Company | Relationship to CompX | Ms. Tidlund’s Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Valhi, Inc. | Publicly held parent corporation within Contran-controlled group | Director; Audit Committee member | Related-party ecosystem (Contran/NL/Kronos/Valhi); audit committee oversight helps mitigate transaction conflicts |
Expertise & Qualifications
- Senior executive experience in a publicly traded energy company (CEO) and board/audit committee experience at Valhi; brings corporate governance, finance, and accounting oversight skills .
- Independent audit committee member at CompX; financially literate; complements committee experts (Herrington, Norris) .
Equity Ownership
| Security | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| CompX Class A Common Stock | 5,650 shares | <1% | Directors disclaim beneficial ownership except to extent of pecuniary interest |
| Valhi Common Stock | 5,991 shares | <1% | Directors disclaim beneficial ownership except to extent of pecuniary interest |
| NL Industries Common Stock | 0 shares | 0% | — |
- Director Stock Ownership Guidelines: Non-employee directors may not sell annual stock grant shares unless they maintain holdings equal to ≥3× base annual cash retainer; applies to shares acquired via annual director grants .
Governance Assessment
- Board effectiveness and independence: Ms. Tidlund is an independent director with 100% 2024 attendance and Audit Committee service; Board independence is maintained despite controlled company status (no independent nominations committee), with independent directors and structured independent sessions led by the Audit Chair .
- Compensation alignment: Director pay is modest with cash retainer and fixed annual stock grant (fully vested), and ownership guidelines requiring ≥3× retainer help reinforce alignment; no performance-based director pay is disclosed .
- Potential conflicts and related-party exposure: CompX operates within a Contran-controlled ecosystem with intercorporate services, tax sharing, risk management programs, and cash management loans (e.g., fees to Contran ~$3.2 million in 2024; loan to Valhi up to $25 million). Audit Committee oversight and independent director approvals seek to ensure terms are fair and reasonable, but the structural concentration of control remains a governance risk consideration for investors .
- Risk indicators: No hedging policy adopted for employees/officers/directors (transactions still subject to insider trading policy), which is a governance weakness relative to best practices; however, independent oversight and disclosure mitigate some risk .
- Shareholder feedback: Say-on-Pay approval was 90.3% at the 2024 meeting, indicating broad shareholder support for compensation practices (though this pertains to NEOs, not directors) .
RED FLAGS
- Controlled company governance exemptions (no independent nominations committee) with significant related-party transactions across the Contran group; continued vigilance on Audit Committee oversight is warranted .
- No explicit anti-hedging policy adopted (even though insider trading policy applies to hedging), which can weaken alignment safeguards vs. peers with explicit prohibitions .
| Shareholder & Policy Signals | 2024 | Notes |
|---|---|---|
| Say-on-Pay Approval (NEOs) | 90.3% | Indicates strong support for executive pay structure |
| Hedging Policy | No adopted hedging policy for employees/officers/directors | Insider trading policy applies to hedging transactions |