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Bart W. Reichert

Vice President, Internal Audit at KRONOS WORLDWIDEKRONOS WORLDWIDE
Executive

About Bart W. Reichert

Bart W. Reichert is Vice President, Internal Audit at Kronos Worldwide (KRO), serving in this role since 2021; he also serves as Vice President, Internal Audit for affiliates CompX, Valhi and NL since 2021. He is 54 years old (2025 proxy) and previously spent 1994–2021 at PwC, most recently as a Managing Director . KRO does not tie executive compensation to specific performance metrics; management compensation for executives employed by Contran is charged via intercorporate services agreements (ISAs) based on time allocation rather than company performance . Company performance context during Reichert’s tenure is shown below.

Company performance during Reichert’s tenure

MetricFY 2021FY 2022FY 2023FY 2024
Revenue ($USD Millions)$1,939.4 $1,930.2 $1,666.5 $1,887.1
EBITDA ($USD Millions)$220.3*$184.2*-$11.2*$182.1*

Values retrieved from S&P Global.*

Metric2021202220232024
KRO TSR – Value of $100 investment at year-end ($)125 83 95 98

Past Roles

OrganizationRoleYearsStrategic Impact
PwCManaging Director (most recent role)1994–2021Led internal audit/assurance engagements; deep controls and risk management background
Kronos WorldwideVice President, Internal Audit2021–PresentBuilds and oversees internal audit; cross-entity coordination with controlled group

External Roles

OrganizationRoleYearsStrategic Impact
Valhi, Inc.Vice President, Internal Audit2021–PresentGroup-wide internal audit coverage and consistency across affiliates
NL Industries, Inc.Vice President, Internal Audit2021–PresentAlignment of audit processes within controlled group
CompX International Inc.Vice President, Internal Audit2021–PresentConsolidated internal audit oversight across related companies

Fixed Compensation

  • Executives (including those designated as named executive officers/NEOs) employed by Contran provide services to KRO under an ISA; KRO pays Contran a fixed annual fee based on estimated time devoted and Contran’s cost (including overhead). The ISA-derived charges are viewed as the reasonable equivalent of “compensation”; they are not dependent on KRO’s financial performance .
  • KRO does not grant equity compensation to management and has no stock ownership requirements for management (only for non-employee directors) .
ISA Fees Paid to Contran20242025 (Expected)
Annual ISA fee (incl. services of NEOs)~$23.7 million ~$25.8 million

Note: Reichert’s individual compensation is not disclosed; charges reflect time allocation within the ISA framework .

Performance Compensation

  • No specific financial performance measures were used to link executive compensation to company performance for 2024 (Pay vs Performance disclosure) .
  • Executives employed by KRO (not Contran) are eligible for discretionary bonuses; other key employees may have target-based bonuses with ceilings; executives who set those targets are not eligible for target-based bonuses .
  • No equity awards are granted to executive officers; no options; no stock vesting .
MetricWeightingTargetActualPayoutVesting
Not applicable for executive officers in 2024N/A N/A N/A Discretionary bonuses only for certain employees No equity awards

Equity Ownership & Alignment

  • No management stock ownership guidelines (guidelines apply to non-employee directors only) .
  • No equity grants to executive officers; no options outstanding; no vesting or exercises in 2024 .
  • Employee, Officer and Director Hedging: KRO has not adopted specific hedging policies; employees/officers/directors must comply with the insider trading policy (covers hedging as general transactions subject to policy) .
  • Insider Trading Policy (adopted Feb 26, 2025): requires pre-clearance for officers/directors; enforces quarterly restricted trading windows; event-specific restricted periods; permits Rule 10b5-1 plans with compliance officer approval; prohibits short sales by officers/directors; policy continues to apply post-termination .
  • Beneficial ownership: directors and executive officers as a group (24 persons) held 144,283 KRO shares, <1% of outstanding, as of the record date; individual holdings for Reichert are not disclosed in the proxy’s security ownership table .
  • No disclosure in the proxy of personal share pledging by Reichert; company-level “pledge” references relate to corporate debt collateral, not personal pledging .

Employment Terms

  • Executive officers serve at the pleasure of the board .
  • Intercorporate Services Agreements: renew quarterly; terminable by either party with written notice 30 days prior to the start of the next quarter; fees based on time devoted and employer cost including overhead .
  • No employment agreement, severance multiples, or change-of-control executive economics are disclosed for Reichert; KRO’s debt instruments include change-of-control triggers at the corporate level (e.g., notes purchase offers), not executive compensation provisions .

Investment Implications

  • Pay-for-performance alignment: Executive compensation (including Reichert) is routed via ISA time allocations and is not tied to KRO-specific performance metrics; lack of equity awards reduces alignment with minority shareholders but avoids dilution and option-related risk .
  • Insider selling pressure: With no equity grants and pre-clearance/window restrictions, forced or opportunistic selling pressure from Reichert is likely limited; short sales are prohibited, and 10b5-1 plans require approval .
  • Retention risk: ISA renews quarterly and services are shared across controlled-group entities, but Reichert’s long prior tenure at PwC (27 years) signals stability; absence of disclosed severance/change-of-control terms implies limited explicit retention economics .
  • Execution risk: Reichert’s cross-entity internal audit oversight supports controls rigor during a period when KRO navigated volatility in EBITDA and TSR; 2023 EBITDA was negative, recovering in 2024, while TSR trended below peers in some periods (see performance tables above).