Bryan A. Hanley
KRONOS WORLDWIDEAbout Bryan A. Hanley
Senior Vice President (since 2022) and Treasurer (since 2017) of Kronos Worldwide (KRO); age 44. He also currently serves as Senior Vice President and Treasurer of NL Industries, Valhi, and CompX, and as Contran’s Vice President and Treasurer . Company performance context during his tenure includes a 2024 TSR index of 98 (base=100 at 12/31/2019) and 2024 net income of $86.2 million; TSR indices were 118 (2020), 125 (2021), 83 (2022), and 95 (2023), with 2023 net loss of $49.1 million and 2022 net income of $104.5 million . KRO is a controlled company (Valhi + NLKW ~81% ownership) and executive services, including senior officers, are delivered via an Intercorporate Services Agreement (ISA) with Contran, where ISA charges are not dependent on KRO’s financial performance .
Past Roles
| Organization | Role | Years | Strategic impact / evidence |
|---|---|---|---|
| Kronos Worldwide (KRO) | Treasurer | 2017–present | Named investor relations contact on multiple 2025 press releases, evidencing external capital markets interface |
| Kronos Worldwide (KRO) | Senior Vice President | 2022–present | Elevated to SVP in 2022 |
| Kronos Worldwide (KRO) | Vice President | 2017–2022 | Progression within finance/treasury leadership pipeline |
External Roles
| Organization | Role | Years |
|---|---|---|
| NL Industries | Senior Vice President and Treasurer | Current |
| Valhi | Senior Vice President and Treasurer | Current |
| CompX | Senior Vice President and Treasurer | Current |
| Contran | Vice President and Treasurer | Current |
Fixed Compensation
KRO does not disclose individual base salary/bonus for Mr. Hanley; executive services (including for senior officers) are provided under an ISA with Contran. The ISA fee reflects allocated Contran employment costs and is not tied to KRO performance . For context, KRO paid Contran ~$23.7 million for ISA services in 2024 and expects ~$25.8 million in 2025 (aggregate, not individual) .
| Compensation element | Disclosed for Hanley | Notes |
|---|---|---|
| Base salary | Not individually disclosed | Executive services delivered via ISA with Contran; costs allocated and not performance-linked |
| Target/actual bonus | Not individually disclosed | Executive officers employed by KRO may receive discretionary bonuses; ISA charges for Contran-employed executives are not performance-linked |
| Pension / NQDC | Company states no defined benefit participation and no nonqualified deferred comp owed for named executive officers (NEOs); not specific to Hanley (not an NEO) | Applies to NEO disclosure set; KRO emphasizes absence of such programs for NEOs |
Performance Compensation
KRO does not grant equity to executives and made no plan-based awards in 2024; there were no outstanding equity awards at 12/31/2024 . KRO also notes it does not plan executive equity grants in 2025 (other than director stock) .
| Incentive type | 2024 status | Mechanics / vesting |
|---|---|---|
| Plan-based cash awards | None for NEOs in 2024 | Not applicable |
| Stock options | None outstanding or granted | Not applicable |
| RSUs/PSUs or other equity | None outstanding or granted; KRO has never granted executive equity | Not applicable |
| Performance metrics/weightings | Not applicable | ISA charges not tied to KRO financial performance |
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Beneficial ownership (Hanley) | Not enumerated; Security Ownership table lists directors and NEOs and group totals, but does not include Hanley individually |
| Management stock ownership guidelines | None for management; guidelines apply only to non-employee directors |
| Hedging/pledging | KRO has not adopted a hedging policy for employees/directors; transactions must comply with the Insider Trading Policy. Pledging not specifically addressed |
| Director equity practice (context) | Non-employee directors receive annual stock grants (e.g., 1,550 shares in 2024) and have director ownership guidelines |
Employment Terms
| Term | Detail |
|---|---|
| Current title | Senior Vice President and Treasurer |
| Age | 44 |
| Start in Treasurer role | 2017 |
| Start as Senior Vice President | 2022 |
| Executive officer status | Listed among executive officers; officers serve at the pleasure of the Board |
| Employment agreements, severance, change-in-control | Not disclosed in proxy; KRO relies on an ISA with Contran for executive services |
Governance, Compensation Committee, and Say‑on‑Pay
- Controlled company status (NYSE): KRO is a controlled company (Valhi ~50.4%, NLKW ~30.6%, combined ~81.0% as of record date) .
- Compensation governance: The Management Development and Compensation Committee members are independent by NYSE standards, but KRO does not satisfy all NYSE compensation committee standards and does not have a compensation committee charter (controlled company exemption) .
- Compensation consultants: None engaged by the Board, the committee, or management .
- Say‑on‑Pay outcomes:
- 2024 annual meeting (on 2024 proxy): 87.3% approval .
- 2025 annual meeting: stockholders adopted the nonbinding resolution approving NEO compensation (no percentage provided) .
| Say-on-Pay | Result |
|---|---|
| 2024 approval (nonbinding) | 87.3% |
| 2025 result | Resolution adopted approving NEO compensation (nonbinding) |
Performance & Track Record (Company context during Hanley’s tenure)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR index (base=100 at 12/31/2019) | 118 | 125 | 83 | 95 | 98 |
| Net income (loss), $mm | 63.9 | 112.9 | 104.5 | (49.1) | 86.2 |
Treasury- and liquidity-related 2024/2025 context:
- February 2024: Contran subordinated, unsecured term loan ~$53.7 million (to support refinancing 3.75% notes due 2025); demand maturity (no earlier than September 2029); interest rate amended in August 2024 to 9.54% (2% over effective rate of July 2024 9.50% Senior Secured Notes due 2029); prepayable at par beginning March 2026 .
- July 2024: Additional 9.50% Senior Secured Notes due 2029 offering oversubscribed and priced at 107.50% (effective interest 7.54%) .
- July 16, 2024: KRO acquired the remaining 50% of Louisiana Pigment Company, L.P. (LPC), consolidating a key JV; LPC results included from acquisition date .
| Date | Event | Terms / Notes |
|---|---|---|
| Feb 2024 | Contran subordinated term loan | ~$53.7m; unsecured, subordinated; demand maturity (no earlier than Sept 2029); prepayable at par from Mar 2026 |
| Aug 2024 | Interest amendment on Contran loan | 9.54% (2% over effective rate on July 2024 secured notes) |
| Jul 2024 | Additional 9.50% senior secured notes | Oversubscribed; priced 107.50%; effective rate ~7.54% |
| Jul 16, 2024 | LPC 50% JV acquisition | LPC became wholly owned; results included from acquisition date |
Compensation Structure Analysis
- ISA-based executive services: Charges allocate Contran employment costs (salary, prior-year bonus proxy, benefits/overhead) based on estimated time devoted; the amount charged is “not dependent upon our financial performance” .
- No equity for executives: No plan-based awards in 2024; no outstanding equity at 12/31/2024; KRO has never granted executive equity and does not anticipate executive equity grants in 2025 (director equity continues) .
- Risk alignment: No management stock ownership guidelines; hedging policy not adopted (though insider trading policy applies) .
Investment Implications
- Pay–performance alignment: ISA charges are not tied to KRO financial performance and executives do not receive equity grants, limiting direct alignment with TSR and financial outcomes .
- Vesting/selling pressure: No executive equity awards means no disclosed vesting schedules or award-related selling events from KRO grants .
- Retention and organizational embeddedness: Hanley’s multi-entity roles across KRO, NL, Valhi, CompX, and Contran suggest integration within the Contran-controlled group structure, which can support continuity but also centralizes decision-making within the controlled-company framework .
- Capital structure and related-party dynamics: 2024 refinancing utilized a subordinated, unsecured term loan from Contran and an oversubscribed upsizing of secured notes, underscoring availability of sponsor/related-party financing alongside public markets access .
- Shareholder sentiment: Recent Say‑on‑Pay outcomes show strong support (87.3% in 2024) and approval of the 2025 advisory resolution, signaling investor acceptance of the ISA-driven model despite limited pay–performance linkages .