Alexis A. Thomason
KRONOS WORLDWIDEAbout Alexis A. Thomason
Vice President and General Counsel of Kronos Worldwide since 2022; age 44 as of the 2025 proxy executive officer roster . Prior roles include managing counsel at L3Harris (2019–2021), assistant general counsel (2018–2019), senior counsel at Occidental Chemical (2011–2018), and starting her legal career at Fulbright & Jaworski in Dallas . Kronos executive officers serve at the pleasure of the board and, for NEOs, compensation is provided via Contran’s Intercorporate Services Agreement (ISA), allocated by time devoted and not tied to KRO performance . Company performance context: revenues recovered in FY2024 and EBITDA turned positive after FY2023 softness; Kronos’ TSR has ranged from 83–125 over 2020–2024 relative to a $100 base .
Kronos Performance (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD Millions) | $1,930.2 | $1,666.5 | $1,887.1 |
| EBITDA ($USD Millions) | $184.2* | -$11.2* | $182.1* |
| EBITDA Margin (%) | 9.54%* | -0.67%* | 9.65%* |
Asterisk indicates values retrieved from S&P Global.
| TSR (Value of $100 initial investment) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Kronos Worldwide TSR | 118 | 125 | 83 | 95 | 98 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kronos Worldwide | Vice President & General Counsel | 2022–Present | Corporate legal leadership for a global TiO2 producer . |
| L3Harris Technologies | Managing Counsel, Aviation Systems Segment | 2019–2021 | Segment legal leadership in aerospace/defense . |
| L3Harris Technologies | Assistant General Counsel, Electronics Segment | 2018–2019 | Counsel support across electronics segment . |
| Occidental Chemical Corporation | Senior Counsel | 2011–2018 | Legal counsel in chemicals manufacturing . |
| Fulbright & Jaworski L.L.P. (now Norton Rose Fulbright) | Associate (started career) | Not disclosed | Foundation in corporate/commercial law . |
External Roles
No public company directorships or external board roles disclosed for Ms. Thomason in KRO proxy filings .
Fixed Compensation
- Compensation for NEOs is delivered via an ISA with Contran: KRO pays a fee reflecting Contran’s employment cost allocated by estimated time devoted; treated as “reasonable equivalent of compensation.” The amount charged is not dependent upon KRO’s financial performance .
- No equity compensation is granted to executive officers; historically KRO forgoes employee equity awards and does not anticipate equity-based compensation in 2025 (director grants only) .
- No plan-based awards were granted in 2024; no outstanding equity awards and no option exercises or stock vested for NEOs in 2024 .
- Executive officers on the board are not paid cash or equity for director service .
Performance Compensation
Kronos did not use specific financial performance measures to link NEO compensation to company performance in 2024; compensation is ISA charge-based rather than incentive-plan driven .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| No specific performance metrics used (ISA-based fees) | n/a | n/a | n/a | n/a | n/a |
Equity Ownership & Alignment
- No stock ownership requirements or guidelines for management; guidelines exist only for non-employee directors (minimum 3x base cash retainer) .
- KRO has not adopted hedging policies for employees/officers/directors; transactions must comply with the company insider trading policy (policy filed as Exhibit 19.1 to the 2024 Form 10-K) .
- No equity awards outstanding for NEOs at year-end 2024; indicates low mechanical insider selling pressure from vesting schedules .
Employment Terms
- Executive officers serve at the pleasure of the board; biographical roster confirms Ms. Thomason’s role and age .
- Services of executive officers are provided via Contran under the ISA; independent directors approved the annual ISA charge, and Contran absorbs any Section 162(m) disallowance impacts .
- Individual employment agreements, severance, or change-of-control terms for Alexis A. Thomason are not disclosed in KRO’s recent DEF 14A or 8-K filings; no 5.02 items referencing her appointment or compensatory arrangements were identified .
Compensation Committee Analysis
- Management Development & Compensation Committee members: R. Gerald Turner (Chair), Cecil H. Moore, Jr., and John E. Harper; the committee held one meeting in 2024 .
- The committee did not engage compensation consultants; KRO cites risk mitigation in not granting employee equity and using discretionary bonuses only for KRO-employed executives, not Contran-employed NEOs .
- ISA charges are reviewed/approved by independent directors based on management recommendation and CFO concurrence .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 87.3% of shares eligible to vote; KRO did not make material changes to its compensation practices thereafter .
- For 2025, controlling stockholders Valhi and NLKW (approx. 81.0% combined ownership) indicated they will vote FOR Say-on-Pay; if Valhi alone votes as indicated, quorum and approval are assured .
Investment Implications
- Pay-for-performance alignment: KRO’s ISA-based approach is not tied to company financial outcomes; lack of performance metrics and absence of equity for executives reduce traditional incentive alignment and market-linked compensation variability .
- Insider selling pressure: With no equity grants or vesting schedules for executive officers, mechanical selling pressure from vesting is minimal; monitor any future shift toward equity compensation or new incentive plans as a change in signal .
- Ownership and control: As a controlled company (Valhi and NLKW own ~81%), governance and compensation outcomes (e.g., Say-on-Pay) are likely stable and supportive; equity ownership expectations for management are absent, shifting alignment toward controlling shareholder oversight rather than personal share stakes .
- Policy signals: No hedging prohibition beyond insider trading policy; ensure trading windows and policy compliance are monitored for executives. Any adoption of hedging restrictions or management ownership guidelines would be a positive alignment signal .
- Committee and benchmarking: No compensation consultants and limited committee activity (one meeting) suggest stability but limited external benchmarking; watch for ISA charge changes and any disclosure of incentive plan introductions or consultant engagements as evolving compensation governance signals .
Note: Alexis A. Thomason’s individual compensation amounts, bonus, equity grants, and ownership are not separately disclosed in KRO’s proxy and 8-Ks. Executive officer compensation is embedded in ISA charges with Contran and not performance-based .