Scott C. James
About Scott C. James
Scott C. James, age 59, is President and Chief Executive Officer of CompX International (since 2017 CEO; since 2014 President) and has served on the board since 2021; he previously served as COO (2014–2017), VP (2002–2014), and has led CompX Security Products since 2002 and CompX Marine since 2005, with service at CompX since 1992 and over 32 years of experience at the company . CompX is a controlled company with a non-executive chair structure, and the CEO serves as a director, with independence limited to designated directors per NYSE American standards . Pay-versus-performance disclosures identify James as the PEO and provide TSR context; a $2.00 per-share special dividend in August 2024 was cited among qualitative factors for his 2024 bonus .
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| CompX TSR Index (Value of $100) | 100 | 165 | 152 | 218 | 250 |
| Net Income ($000s) | 10,323 | 16,568 | 20,871 | 22,593 | 16,587 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CompX International | President & CEO | CEO since 2017; President since 2014 | Senior executive leadership over corporate strategy and operations |
| CompX International | Chief Operating Officer | 2014–2017 | Operational leadership across divisions |
| CompX International | Vice President | 2002–2014 | Executive oversight across functions |
| CompX Security Products | President | Since 2002 | Division leadership in security components |
| CompX Marine | President | Since 2005 | Division leadership in marine components |
| CompX International | Sales & Marketing, Executive roles | Since 1992 | Progressive leadership within CompX |
External Roles
No public external directorships or external executive roles for Mr. James are disclosed in CompX’s proxy biographies .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 563,300 | 593,882 | 623,886 |
| Annual Bonus ($) | 650,000 | 675,000 | 700,000 |
| All Other Compensation ($) | 45,583 | 46,595 | 39,723 |
| Total ($) | 1,258,883 | 1,315,477 | 1,363,609 |
Notes:
- All other compensation comprises employer contributions to the CompX Capital Accumulation Plan and 401(k) matching; details below .
- CompX uses a primarily cash-based compensation program with minimal perquisites; no written employment agreement in place for Mr. James .
Performance Compensation
CompX pays an annual discretionary cash incentive; there are no formulaic metrics, weightings, or prescribed performance targets. Bonuses are determined by collective business judgment, considering responsibility, performance, attitude, prior-year bonus, base salary, and financial performance, with no specific weighting of factors; bonuses are approved in the first quarter of the following year for prior-year performance .
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Bonus as % of Base Salary | 115% | 113% | 112% |
| Actual Bonus Paid ($) | 650,000 | 675,000 | 700,000 |
| Metric | Weighting | Target | Actual |
| Annual discretionary cash incentive | None specified | No specific measures/formulas | Qualitative (e.g., cash flow generation; special dividend in Aug-2024; operating performance) |
CompX does not grant equity awards to executive officers; there were no plan-based awards or outstanding equity awards for NEOs in 2024 .
Equity Ownership & Alignment
| Category | Data |
|---|---|
| Beneficial Ownership (Class A) | Scott C. James: -0- shares; Percent of class: -0- |
| Options / Equity Awards | None outstanding at 12/31/2024 |
| Management Ownership Guidelines | None (no ownership requirements for management); guidelines apply only to non-employee directors |
| Hedging/Pledging | No specific hedging policy adopted; insider trading policy governs transactions generally (policy filed as 10-K exhibit) |
Director stock plan grants apply only to eligible non-employee directors; executive officers, including Mr. James, do not receive cash or equity-based compensation for board service .
Employment Terms
- Employment agreement: None; Mr. James is employed at will and has no written employment agreement .
- Pension/SERP: None; no defined benefit pension; no nonqualified deferred compensation owed to NEOs .
- Defined contribution plans: Employer contributions as disclosed below .
- Clawback, severance, change-of-control economics: Not disclosed in proxy; CompX emphasizes discretionary cash bonus structure and does not use specific performance measure linkages for Mr. James .
| Employer Contributions ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| 401(k) Matching | 18,300 | 19,800 | 20,700 |
| Capital Accumulation Plan | 27,283 | 26,795 | 19,023 |
| Total | 45,583 | 46,595 | 39,723 |
Board Governance
- Board service: Director since 2021; current nominee slate includes Mr. James .
- Committee roles: Audit Committee members are Barry (Chair), Herrington, Manix, Norris, Tidlund; Management Development & Compensation Committee members are Manix (Chair), Barry, Herrington; Mr. James is not listed on these committees .
- Independence: Independent directors are Barry, Herrington, Manix, Norris, Tidlund; Mr. James is not identified as independent .
- Leadership structure: Non-executive Chair (Loretta J. Feehan); CEO serves on the board; company may in the future combine Chair/CEO roles given controlled company status .
- Attendance: All incumbent directors attended all board and committee meetings in 2024 .
- Director compensation: Executive officers receive no fees or equity for board service .
Controlled company governance choices include no independent nominations committee and no compensation committee charter, though current committee members satisfy independence requirements .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 90.3% of eligible votes; no material changes to compensation practices thereafter .
- 2023 Say-on-Pay approval: 90.2% of eligible votes; no material changes thereafter .
Compensation Structure Analysis
- Mix: Entirely cash-based for Mr. James; no equity awards or options granted to executive officers .
- Discretionary bonuses: Continued use with no formulaic metrics or weightings; bonuses scaled to base salary and qualitative outcomes (e.g., cash flow, special dividend) .
- Cash vs equity trend: No equity awards and no outstanding equity positions for Mr. James; pay remains primarily salary + discretionary bonus .
- Market benchmarking/consultants: Compensation set via collective business judgment; no independent market research and no compensation consultants engaged .
Related Party Transactions & Control
- Controlled company: NL owns ~87.3% of CompX’s Class A shares; governance follows controlled company exemptions (e.g., no independent nominations committee) .
- Intercorporate Services Agreement (ISA): Many executives (other than Mr. James) are Contran employees providing services to CompX under ISA; 2024 fee ~$3.2 million; 2025 expected ~$3.4 million; ISA not performance-linked .
- Risk management and tax sharing: Combined insurance program via Valhi’s captive (Tall Pines) and tax sharing with NL; ordinary-course approvals by Audit Committee .
Investment Implications
- Alignment: Mr. James holds no CompX shares and has no equity awards, reducing direct “skin-in-the-game” alignment; management ownership guidelines do not apply to executives .
- Pay-for-performance signal: Incentives are discretionary and not formulaic; however, qualitative drivers include strong cash flow and shareholder returns (e.g., Aug-2024 special dividend), indicating sensitivity to capital return outcomes even without explicit metrics .
- Governance risk: Controlled company status with limited independent committee infrastructure (no independent nominations committee; no compensation committee charter) elevates independence concerns when CEO also serves as director, though independent directors populate audit and compensation committees .
- Trading signals: Lack of equity grants and zero beneficial ownership diminish insider selling pressure risk, but also limit positive alignment signals; Say-on-Pay support remains strong (≥90%), suggesting investor tolerance for CompX’s cash-centric, discretionary model .