Michael S. Simmons
About Michael S. Simmons
Michael S. Simmons, age 53, serves as Vice Chairman of the Board of CompX International Inc. (CIX) and has been a director since 2022; he previously served as CIX CFO (2021–2022) and EVP (2022–2023) . He is also President & CEO of Contran, and Vice Chairman of Valhi, NL Industries and Kronos Worldwide, bringing deep finance, audit, and governance expertise from leadership roles across related companies and earlier tenure at PwC (1994–2018) . CIX operates as a controlled company under NYSE American standards (NL Industries owns ~87.3%), with board independence and committee structures reflecting that status . Company performance context over his recent tenure is shown below.
Company performance context (fiscal years)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues (USD) | $140,815,000 | $166,562,000 | $161,287,000 | $145,941,000 |
| EBITDA (USD) | $24,365,000* | $29,413,000* | $29,408,000* | $20,714,000* |
*Values retrieved from S&P Global.
CIX total shareholder return (TSR) index (Dec 31, 2019 = 100) increased to 250 by year-end 2024; peer group TSR was 124 in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CompX International Inc. | Vice Chairman of the Board | 2023–present | Board leadership at a controlled company; oversight of strategy and governance |
| CompX International Inc. | Director | 2022–present | Board service with independent audit and compensation committees composed of other directors |
| CompX International Inc. | Executive Vice President | 2022–2023 | Senior executive support across finance and operations at CIX |
| CompX International Inc. | SVP & Chief Financial Officer | 2021–2022 | Led financial reporting, control, and capital allocation |
| PwC | Managing Director and prior roles | 1994–2018 | Audit/financial leadership; public company reporting and controls experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Contran Corporation | President & Chief Executive Officer; Director | 2023–present (CEO); Director since 2023 | Parent entity to NL/Valhi/Kronos affiliates; central to ISA governance |
| Valhi, Inc. | Vice Chairman; President & CEO; Director | Director since 2022 | Related-party leadership; cross-board presence |
| NL Industries, Inc. | Vice Chairman; Director | Director since 2023 | Related-party leadership |
| Kronos Worldwide, Inc. | Vice Chairman; Director | Director since 2023 | Related-party leadership |
Fixed Compensation
CIX uses an intercorporate services agreement (ISA) with Contran; for named executive officers employed by Contran (including Simmons), CIX records a pro-rata cost allocation (presented as “Salary” in the SCT), not tied to CIX’s performance . Simmons receives no CIX director fees for board service .
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| ISA “Salary” charge attributable to services to CIX (USD) | $229,000 | $162,000 | $191,000 |
| Cash bonus from CIX | $0 | $0 | $0 |
| Director fees/stock for CIX board service | Not eligible (employee of Contran) | Not eligible | Not eligible |
Notes:
- Contran ISA charges are based on time allocation and employer cost; the amount “is not dependent upon our financial performance” .
- Independent directors approve aggregate ISA fees annually .
Performance Compensation
CIX does not grant equity awards to officers; there were no plan-based awards, no outstanding equity awards, and no stock vesting or option exercises for named executive officers in 2024 . Simmons’ compensation from CIX includes no formulaic performance metrics or equity, and the ISA allocation is not performance-based .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| CIX annual cash incentive (Simmons) | N/A | N/A | N/A | $0 | N/A |
| RSUs/PSUs/options | N/A | N/A | N/A | None granted | N/A |
Related disclosures:
- “No Grants of Plan-Based Awards” in 2024 .
- “No Outstanding Equity Awards at December 31, 2024” .
- Executives are “not eligible to receive cash or equity-based compensation for their service on our board” .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership of CIX | 0 shares; <1% of outstanding |
| Beneficial ownership of NL and Valhi | 0 shares for Simmons in both |
| Options/RSUs/PSUs | None outstanding for NEOs at 12/31/2024 |
| Pledging/Hedging | CIX has not adopted hedging policies specific to employees/directors; transactions governed by insider trading policy . No pledging disclosure found in proxy . |
| Ownership guidelines | No management stock ownership guidelines; non-employee director guideline is ≥3x cash retainer, but Simmons is not eligible for director stock grants due to Contran employment |
Implication: With 0 CIX share ownership and no equity awards or options outstanding, direct insider selling pressure and alignment via equity are limited for Simmons (facts: 0 shares; no awards) .
Employment Terms
| Topic | Disclosed terms |
|---|---|
| Employer & status | Employed by Contran; services to CIX under an ISA approved by CIX independent directors |
| ISA mechanics | Allocation based on estimated time and employer cost; not tied to CIX financial performance |
| Term/renewal | ISAs “renew on a quarterly basis” and may be terminated with 30 days’ notice prior to next quarter |
| Severance/CoC | No CIX employment agreement or severance/change-in-control provisions disclosed for Simmons; no equity to accelerate |
| Clawback | No clawback policy disclosure found in the proxy [Search: no result] |
Board Governance
- Role: Vice Chairman; CIX director since 2022 .
- Independence: CIX is a “controlled company”; independent directors are identified, and Simmons is not among them .
- Committees: Audit (Barry chair; Herrington, Manix, Norris, Tidlund members); Management Development & Compensation (Manix chair; Barry, Herrington) — Simmons not listed on committees .
- Attendance: All incumbent directors attended all 2024 board and applicable committee meetings .
- Independent sessions: No Lead Independent Director; audit chair presides over independent/non-management sessions .
- Interlocks/dual roles: Disclosure notes Simmons was a CIX executive officer and a director of Contran while also serving as a CIX director (disclosed under Compensation Committee Interlocks) .
Director Compensation
- Not eligible for CIX director cash or stock compensation due to employment with Contran; CIX paid no compensation to Simmons for board service .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 90.3% in favor .
- 2025 annual meeting: stockholders elected the slate (including Simmons) and approved Say-on-Pay (no percentage disclosed) .
Compensation Structure Analysis (Simmons-specific takeaways)
- No equity or performance-linked incentives from CIX; ISA cost allocation is not dependent on CIX performance, so there is limited pay-for-performance alignment at CIX for Simmons .
- No vesting schedules or option expirations to create forced-sale windows; “no outstanding equity awards” for NEOs .
- No management ownership guidelines; 0 beneficial ownership reported for Simmons .
Risk Indicators & Related Parties
- Controlled company with extensive related-party agreements (ISAs, risk management, tax sharing, cash management loans), all subject to independent director or audit committee review; 2024 ISA ~$3.2mm and 2025 expected ~$3.4mm; risk program ~$3.4mm in 2024 .
- Interlock disclosure acknowledges Simmons’ concurrent roles at CIX and Contran .
- Hedging: no explicit anti-hedging policy adopted beyond insider trading policy .
Investment Implications
- Alignment and trading signals: With zero CIX beneficial ownership, no equity grants, and no options, Simmons has limited direct equity alignment and minimal vesting-driven selling pressure (facts: 0 shares; no equity awards) .
- Incentive structure: CIX does not tie Simmons’ compensation to CIX performance; ISA charges are cost/time-based and not performance-linked, reducing pay-for-performance alignment for this executive at the CIX level .
- Governance/independence: As a controlled company with Simmons holding senior roles at related parties, independence risk is elevated but mitigated by independent committee oversight and clear disclosures on related-party transactions .
- Performance backdrop: TSR rose to 250 by YE 2024 while revenues decreased from 2022 peak; investors should note CIX’s cash discipline (e.g., director discussion of 2024 special dividend in CEO bonus rationale) but that such factors do not directly impact Simmons’ CIX compensation .
Note: EBITDA values marked with * are retrieved from S&P Global.