Andrew B. Nace
KRONOS WORLDWIDEAbout Andrew B. Nace
Andrew B. Nace is Executive Vice President at Kronos Worldwide (KRO), serving in this role since 2017; he previously was General Counsel in 2013 and Vice President from 2013–2017 . He concurrently serves as Executive Vice President of NL Industries and CompX, and as Executive Vice President and General Counsel of Valhi and Contran, reflecting cross-entity responsibilities within KRO’s controlled-company structure . Age: 60 (as disclosed in KRO’s 2025 proxy executive officer roster) . KRO’s executive compensation model does not link pay to specific performance measures and allocates costs via an intercorporate services agreement (ISA) with Contran; compensation “charges” are explicitly stated as not dependent on KRO’s financial performance . Company performance context during his EVP tenure: TSR values (fixed $100 investment) and net income over 2019–2023 are provided below for reference .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kronos Worldwide | General Counsel | 2013 | Senior legal leadership; served at pleasure of Board |
| Kronos Worldwide | Vice President | 2013–2017 | Executive role preceding EVP appointment |
| Kronos Worldwide | Executive Vice President | 2017–present | Ongoing executive management responsibilities |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NL Industries | Executive Vice President | Current | Related public company role |
| CompX International | Executive Vice President | Current | Related public company role |
| Valhi, Inc. | Executive Vice President and General Counsel | Current | Parent-controlled entity role |
| Contran Corporation | Executive Vice President and General Counsel | Current | Parent (privately held) supervising ISA |
Fixed Compensation
KRO reports executive compensation for Contran-employed officers as the portion of ISA fees allocated to KRO for services (treated as “salary” in the proxy tables). Nace was a named executive officer (NEO) in 2020 and 2021.
| Metric | 2020 | 2021 |
|---|---|---|
| Salary / ISA charge attributed to KRO ($) | $953,000 | $876,000 |
| Total ($) | $953,000 | $876,000 |
| Notes | Amounts represent ISA-based allocations; committee approves aggregate ISA, not individual pay |
Context on ISA scale:
- KRO paid Contran ~$22.6M in 2023 and ~$23.7M in 2024 under the ISA; expected ~$25.8M in 2025 .
Performance Compensation
- No equity awards, stock options, or vesting-based compensation; KRO states executives have never received equity grants and no options are outstanding .
- KRO does not use formal performance metrics to determine executive pay; ISA charges are not dependent on company financial performance .
- Discretionary incentive bonuses are used for certain KRO-employed key employees (e.g., Mr. Corona), but Contran-employed NEOs typically show no bonus in reported tables; Nace’s reported 2020–2021 compensation shows “salary” only .
Equity Ownership & Alignment
- Majority control: Harold C. Simmons Family Trust No. 2 and Lisa K. Simmons beneficially own ~81.1% of KRO (through Valhi, NLKW, Contran), reinforcing controlled company status .
- No management stock ownership guidelines; guidelines exist only for non-employee directors .
- Hedging policy: KRO has not adopted policies or practices regarding employee or director hedging; transactions must comply with the insider trading policy .
- Section 16 compliance: KRO states officers and directors complied with Section 16(a) reporting in 2024 .
- No executive equity awards at KRO (no RSUs/PSUs/options), so no vesting schedules, exercisable status, or pledging disclosures for Nace at KRO .
Employment Terms
- Executive officers serve at the pleasure of the Board .
- ISA mechanics: Annual fixed-fee service agreement; fees based on estimated time allocation and Contran employment costs (salary, estimated bonus, payroll taxes, overhead); renews quarterly; terminable by either party with 30 days’ notice before the next quarter .
- Severance and change-of-control: No KRO-specific severance, change-of-control multiples, or tax gross-ups disclosed for Nace (no executive-specific CoC/severance terms presented in proxies).
- Pension/Deferred comp: No defined benefit pension plans and no nonqualified deferred compensation owed to named executive officers .
Performance & Track Record
Company-level Pay Versus Performance indicators during/around Nace’s EVP tenure:
| Metric | 2019 | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|---|
| Kronos Worldwide TSR – Value of $100 Investment | 123 | 146 | 154 | 102 | 117 |
| Peer Group TSR – Value of $100 Investment | 81 | 114 | 170 | 136 | 145 |
| Net Income (Loss), $ Millions | 87.1 | 63.9 | 112.9 | 104.5 | (49.1) |
| Peer Group composition note | Venator included 2019–2022; dropped in 2023 due to bankruptcy; 2023 peer = Chemours, Tronox |
Compensation Committee Analysis
- Committee composition: Independent directors (e.g., R. Gerald Turner, Cecil H. Moore, Jr., John E. Harper in 2024–2025) oversee compensation matters .
- No compensation consultants engaged by the Board or management .
- Say-on-pay: 2024 advisory vote approval at 87.3%; no material changes adopted in response .
- Committee reviews and recommends aggregate ISA charges; does not review Contran’s compensation policies or time-allocation specifics per individual executives .
Investment Implications
- Pay-for-performance misalignment risk: Nace’s KRO-reported compensation is via ISA allocations, not contingent on KRO performance, and KRO does not grant equity to executives—reducing direct TSR/financial alignment and creating limited vesting/selling pressure signals .
- Retention dynamics: Executives serve at Board’s pleasure; ISA renews quarterly with 30-day termination notice—formal employment terms at KRO are minimal, with reliance on Contran’s employment and cost allocation structure .
- Governance and control: The ~81% controlling stake by the Simmons family trust and related entities centralizes governance; committee oversight exists but compensation is reviewed in aggregate rather than individually, and no consultants are used .
- Trading signals: Absence of executive equity awards (no RSUs/options) and no management ownership requirements remove typical insider-selling pressure and vesting event signals; KRO’s non-adopted hedging policy suggests transactions default to insider trading policy controls rather than explicit hedging restrictions .
Overall: For Andrew B. Nace, compensation disclosure indicates ISA-based fixed pay with no equity or formulaic incentives at KRO. Alignment to KRO performance is structurally indirect due to Contran employment and controlled company status, limiting traditional incentive levers and insider trading signal visibility .