Brian W. Christian
KRONOS WORLDWIDEAbout Brian W. Christian
Brian W. Christian, age 46, is Executive Vice President and Chief Operating Officer of Kronos Worldwide (KRO) since 2023; he previously served as Chief Strategy Officer (2021–2023), VP Strategic Business Development (2011–2016), and Manager of Strategic & Financial Planning (2009–2011). He is an employee of Contran Corporation and provides services to KRO under an intercorporate services agreement; he also currently serves as Senior Vice President of Contran . KRO’s pay-versus-performance disclosure shows company TSR values of 83 (2022), 95 (2023), and 98 (2024), with net income of $104.5 million (2022), $(49.1) million (2023), and $86.2 million (2024), indicating a rebound in 2024 during his COO tenure . KRO revenues were $1.930B (2022), $1.667B (2023), and $1.887B (2024), with EBITDA swinging from $(11)M in 2023 to $182M in 2024 (S&P Global)* .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kronos Worldwide | Manager, Strategic & Financial Planning | 2009–2011 | Strategic and financial planning responsibilities |
| Kronos Worldwide | VP, Strategic Business Development | 2011–2016 | Led strategic business development initiatives |
| Kronos Worldwide | Executive Vice President | 2016–present | Executive leadership across operations/strategy |
| Kronos Worldwide | Chief Strategy Officer | 2021–2023 | Corporate strategy oversight |
| Kronos Worldwide | Chief Operating Officer | 2023–present | Operational leadership globally |
| Contran/affiliates | Strategic & Financial Planning roles | 2006–present | Multi-entity strategic and financial planning |
| Contran | Senior Vice President | Current | Senior leadership at parent company |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Contran Corporation | Senior Vice President | Current | Provides services to KRO via ISA |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary (ISA charge attributable to KRO) | $1,474,000 | $1,690,000 | $1,856,000 |
| Bonus | $0 | $0 | $0 |
| Other Compensation | $0 | $0 | $0 |
Notes: All named executive officers (including Christian) are Contran employees; KRO pays Contran an annual fixed fee under an ISA, allocated by estimated time spent, covering base salary, estimated bonus, taxes/benefits, and overhead; the ISA charge is not dependent on KRO performance .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Cash bonus (NEOs employed by Contran) | None used for NEOs | n/a | n/a | n/a | $0 (all years shown) | n/a |
| Equity (RSUs/PSUs/options at KRO) | Not granted | n/a | n/a | n/a | None | No outstanding equity awards at 12/31/2024 |
| Company-level performance linkage | KRO did not use specific financial performance measures to link 2024 NEO pay | n/a | n/a | n/a | n/a | n/a |
KRO historically grants equity only to non-employee directors under a Director Stock Plan; management does not have stock ownership guidelines, while directors do .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| KRO common shares beneficially owned | -0- |
| Ownership as % of outstanding | ~0% (115,036,316 shares outstanding as of record date) |
| Vested RSUs / Unvested RSUs | None (KRO has not granted equity to executives) |
| Options exercisable / unexercisable | None; KRO has never granted stock options |
| Shares pledged as collateral | Not disclosed in proxy |
| Hedging policy | KRO has not adopted policies/practices regarding hedging by employees/directors; transactions must comply with insider trading policy |
| Stock ownership guidelines (management) | None; guidelines exist only for non-employee directors |
Employment Terms
- Employment framework: Contran provides executive services to KRO under an Intercorporate Services Agreement (ISA); fees based on estimated time allocation, base salary, estimated bonus (prior year proxy as proxy), payroll taxes, and overhead; quarterly renewal with 30-day termination notice .
- Severance / change-of-control: No individual employment agreement, severance multiple, or change-of-control provisions disclosed for Christian in KRO filings reviewed .
- Clawback / tax gross-ups: No clawback provisions or gross-ups disclosed for executives; KRO notes Contran will absorb any Section 162(m) deductibility disallowance impacts related to ISA charges over $1 million .
- Deferred comp / pension: No nonqualified deferred compensation owed; no defined benefit pension participation by named executive officers at KRO disclosed .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $1,930,200,000 | $1,666,500,000 | $1,887,100,000 |
| EBITDA (USD) | $184,200,000* | $(11,200,000)* | $182,100,000* |
| Net Income (USD) | $104,500,000 | $(49,100,000) | $86,200,000 |
| TSR (Value of $100 initial investment) | 83 | 95 | 98 |
*Values retrieved from S&P Global.
Context: Christian was appointed COO in Feb 2023; 2024 shows recovery in net income and TSR versus 2023, alongside revenue and EBITDA improvement (S&P Global), suggesting improved operating conditions and execution during his tenure .
Compensation Committee Analysis & Say‑on‑Pay
- Committee: Management Development and Compensation Committee—members: R. Gerald Turner (Chair), Cecil H. Moore, Jr., John E. Harper; members meet NYSE independence standards; no charter adopted given controlled company status .
- Consultants: None engaged by the board/committee/management .
- Say‑on‑Pay approval: 87.3% approval at 2024 annual meeting; company made no material changes to practices thereafter .
- Next votes: Annual Say‑on‑Pay; nonbinding advisory resolution at 2025 meeting; frequency vote next due 2029 .
Related Party Transactions & Governance Considerations
- Controlled company: Valhi and NLKW together own ~81% of KRO; controlled company exemptions applied (e.g., no compensation committee charter) .
- ISA with Contran: KRO paid ~$23.7M in 2024 and expects ~$25.8M in 2025 for services, including executive services; independent directors approve annual ISA charges .
- Hedging policy: No hedging policies adopted; transactions subject to insider trading policy (filed as Exhibit 19.1 to 2024 10‑K) .
- No equity grants to executives: Eliminates vesting/selling pressure but reduces ownership alignment; directors receive annual stock grants under the Director Stock Plan .
Investment Implications
- Pay-for-performance alignment risk: Christian’s compensation is an allocated ISA fee not tied to KRO financial performance; no bonus or performance equity, and KRO explicitly did not use performance measures to link 2024 NEO pay—limiting incentive alignment to shareholder outcomes .
- Low insider selling pressure: No equity awards, options, or vesting schedules—reduces near-term selling pressure but also removes “skin-in-the-game” alignment; Christian holds no KRO shares .
- Governance/control overlay: As a controlled company with centralized management via Contran and no management ownership guidelines, decisions may prioritize group-level considerations; hedging policies are not adopted, which is a potential governance red flag for alignment .
- Execution signal: 2024 improvements in net income and TSR versus 2023 during Christian’s COO tenure support improving operating execution, though compensation incentives remain structurally decoupled from performance (revenues/EBITDA context from S&P Global)* .