Thomas E. Barry

About Thomas E. Barry

Thomas E. Barry, age 81, has served as an independent director of CompX International Inc. (CIX) since 2016. He is professor of marketing at the Edwin L. Cox School of Business at Southern Methodist University (SMU) since 1970, with emeritus status beginning in 2017, and previously served as SMU’s vice president for executive affairs from 1995 to 2015 . At CIX, he is chairman of the Audit Committee and a member of the Management Development and Compensation Committee; he also serves as a director of Valhi, Inc., chairing Valhi’s audit and management development and compensation committees since prior to 2020 .

Past Roles

External Roles

Board Governance

• Independence: The board determined Barry is independent under NYSE American standards; CIX is a “controlled company” (NL Industries holds ~87.3% of Class A) and does not maintain an independent nominations committee; compensation committee lacks a charter by choice .
• Committee assignments: Audit Committee (Chair); Management Development & Compensation Committee (Member). Audit members: Barry (chair), Herrington, Manix, Norris, Tidlund; Comp committee members: Manix (chair), Barry, Herrington .
• Attendance and engagement: The board held 4 meetings in 2024; Audit Committee held 5; Compensation Committee held 1. Each incumbent director attended all board and applicable committee meetings in 2024. Audit chair presides at non‑management and independent director sessions (no formal lead independent director) .

Committee Memberships and Attendance (2024)

Fixed Compensation (Director)

Director fee schedule (policy): Annual director retainer $50,000; chair of the board $50,000; audit chair and “audit committee financial expert” retainer $45,000 (only one such retainer if same person holds both); other audit committee members $25,000; other committee members $5,000; $1,000/day for meeting attendance and hourly rate up to $1,000/day for other board services .

Performance Compensation (Director Equity)

• Valuation basis: closing price $25.27 per share on grant date; grant value rounded to ~$20,000 per policy (rounded to nearest 50 shares; cap 10,000 shares) .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial literacy and extensive governance experience; Audit Committee chair at CIX; chairs audit and compensation committees at Valhi .
• Academic leadership and operations background from SMU including executive affairs role (1995–2015), enhancing oversight of management, finance and accounting processes .
• The board identified audit committee financial experts as Herrington and Norris; Barry is financially literate but not designated as an “audit committee financial expert” at CIX .

Equity Ownership

• Director stock ownership guidelines: Non‑employee directors may not sell annual stock grants unless they maintain holdings equal to at least 3× the base annual cash retainer; Barry is subject to these guidelines (compliance status not explicitly disclosed) .

Governance Assessment

• Strengths:

  • Independent director with long tenure and deep audit/compensation oversight experience; chairs CIX Audit Committee and presides over independent director sessions, supporting robust financial oversight .
  • Perfect attendance across board and committee meetings in 2024, indicating active engagement .
  • Transparent director compensation structure with modest fixed retainers and fully vested annual stock grants; no director options or complex equity noted in director plan .

• Structural considerations:

  • Controlled company status (NL ~87.3% ownership) reduces certain NYSE governance requirements; CIX maintains no independent nominations committee and its compensation committee does not meet all NYSE standards nor have a charter, which can limit minority shareholder influence over board composition and pay governance .
  • No formal lead independent director; the audit chair (Barry) presides over executive sessions, partially addressing independent leadership .

• Related‑party exposure and potential conflicts:

  • CIX engages in multiple related‑party arrangements (intercorporate services with Contran, tax sharing with NL, combined risk management via Valhi’s captive Tall Pines, and a cash management revolving loan to Valhi). The Audit Committee reviewed and reapproved risk management and tax sharing, and approved the Valhi loan (prime +1%) in 2024; Barry chaired the Audit Committee during these approvals. His simultaneous role as a Valhi director while the CIX Audit Committee reviewed/approved a loan to Valhi presents a potential conflict of interest risk, despite the company’s assertion of fairness and independent director approval process .
  • Hedging policy: CIX has not adopted employee/officer/director hedging policies (transactions still governed by insider trading policy), which some investors view as a red flag for alignment controls .

• Shareholder feedback:

  • Say‑on‑Pay support was high in 2024 (90.3% affirmative), signaling general investor acceptance of executive pay practices, albeit less relevant directly to director pay .

RED FLAGS

• Controlled company exemptions (no independent nominations committee; compensation committee without charter) .
• Overlap: Barry chairs CIX’s Audit Committee and is a director at Valhi while CIX’s Audit Committee approved a cash management loan to Valhi (potential conflict) .
• No formal hedging prohibition policy adopted for directors (alignment risk) .