Bryan S. Bell
KRONOS WORLDWIDEAbout Bryan S. Bell
Bryan S. Bell, age 51, is Vice President and Controller, Global Finance at Kronos Worldwide (KRO) since May 2024 and has served as the company’s Principal Accounting Officer since August 8, 2025; he joined KRO in 2017 after various accounting roles in consumer and industrial products and 10 years at Ernst & Young LLP in Dallas early in his career . KRO’s compensation program did not use specific performance measures to link executive pay to company performance in 2024, and the company does not grant equity awards, which informs alignment considerations for executives like Bell who provide services under KRO’s intercorporate services agreement (ISA) with parent Contran . Context on KRO’s performance: revenue rebounded in 2024 and EBITDA turned positive vs a 2023 loss; TSR in 2024 was below peers but improved vs 2022 .
Performance context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD Millions) | $1,930.2 | $1,666.5 | $1,887.1 |
| EBITDA ($USD Millions) | $184.2* | $(11.2)* | $182.1* |
| Notes | Values retrieved from S&P Global* |
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of $100 Investment | $83 | $95 | $98 |
| Peer TSR (Chemours, Tronox) | $168 | $179 | $111 |
| Net Income ($USD Millions) | $104.5 | $(49.1) | $86.2 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kronos Worldwide | Vice President & Controller, Global Finance | May 2024–present | Leads global finance controllership; elevated to Principal Accounting Officer Aug 2025 |
| Kronos Worldwide | Various accounting positions | 2017–2024 | Progressive finance/accounting roles supporting reporting and controls |
| Kronos Worldwide | Principal Accounting Officer | Aug 8, 2025–present | SEC-reporting leadership; sign-off on accounting controls |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young LLP (Dallas) | Assurance/Accounting (early career) | ~10 years (dates not specified) | Big Four training; foundation in audit/controls |
| Consumer & Industrial Products Companies | Various accounting roles | Pre-2017 | Sector experience across operating finance |
Fixed Compensation
- KRO’s named executive officer (NEO) pay is reported as ISA charges paid to Contran for services rendered; the MD&C Committee recommends aggregate ISA fees rather than setting individual salaries. Bell provides services under the same ISA structure as a Contran employee .
- In 2024, KRO reported salary-only compensation for NEOs (e.g., CEO James M. Buch $2,247,000), with no bonuses or equity awards; Bell is not an NEO, and his individual base/bonus amounts are not disclosed in the proxy .
- KRO does not grant stock options or restricted stock; there were no outstanding equity awards or option exercises for NEOs at year-end 2024 .
Performance Compensation
- KRO did not use specific financial performance measures to link NEO compensation to company performance for 2024; officer bonuses (for those employed by KRO) are discretionary, and ISA-based officers (e.g., Contran employees serving KRO) do not receive equity awards from KRO .
- No plan-based awards were granted in 2024 to NEOs, and there are no option timing policies given KRO does not award options .
Equity Ownership & Alignment
- Beneficial ownership tables in the 2025 proxy present holdings for directors and NEOs; Bell is not listed, and no direct beneficial holdings in KRO are disclosed for him .
- KRO has not adopted employee/officer/director hedging policies; transactions must comply with the insider trading policy (filed as Exhibit 19.1 to the 2024 Form 10-K). No pledging policy is disclosed .
- Director stock ownership guidelines exist (3× base cash retainer), but there are no disclosed officer ownership guidelines; KRO does not grant equity to officers .
Employment Terms
- Employment arrangement: Bell is an employee of Contran and provides services to KRO under an intercorporate services agreement (ISA) between KRO and Contran; the 8‑K confirms this arrangement and his status as Principal Accounting Officer effective August 8, 2025 .
- Severance/change-of-control: No individual employment agreement, severance multiple, or change-of-control terms are disclosed for Bell; KRO’s proxies focus on ISA structure and do not provide officer‑specific severance economics .
- Non-compete/non-solicit/garden leave/clawbacks: No officer‑specific contractual terms or clawback policy disclosures are provided for Bell; compensation risk mitigation relies on lack of equity grants and discretionary bonus structures .
Compensation Committee Analysis
- Controlled company: Valhi owns ~81% of KRO; KRO has chosen not to meet all NYSE governance standards for a compensation committee (e.g., no charter), though current MD&C members meet independence requirements .
- 2024 MD&C Committee members: R. Gerald Turner (Chair), Cecil H. Moore, Jr., John E. Harper (and Thomas P. Stafford until his death in March 2024) .
- Consultants: Neither the board, MD&C, nor management engaged compensation consultants .
- Risk posture: KRO cites mitigation via no equity awards, discretionary bonuses, ISA employment for key officers, and controlled-company incentives aligned with long-term shareholders .
Say-on-Pay & Shareholder Feedback
- Frequency: Annual say-on-pay; next say-on-pay vote following the 2025 meeting will be at the 2026 annual meeting .
- Proposal: Nonbinding advisory resolution to approve compensation of NEOs as disclosed; abstentions count negatively, broker non-votes have no effect .
- Historical approval percentages: Not disclosed in the 2025 proxy .
Investment Implications
- Alignment: The absence of equity awards and no disclosed officer ownership guidelines diminish direct pay-for-performance linkage for ISA-based executives like Bell; compensation not tied to explicit metrics in 2024 raises questions on incentive alignment with TSR and profitability .
- Retention and selling pressure: With no RSUs/options and no disclosed KRO shareholdings for Bell, vesting-related selling pressure appears minimal; lack of pledging disclosure reduces visibility into collateral risk, while no hedging policy adoption is a governance gap offset by the insider trading policy .
- Execution risk: As Principal Accounting Officer since August 2025 and VP Controller since May 2024, Bell sits at the core of financial reporting controls; KRO’s improving net income in 2024, rebound in EBITDA, and TSR still trailing peers stress the importance of disciplined cost and capital management in a controlled-company structure .
- Trading signals: Governance structure (controlled company, ISA-based management) can insulate compensation decisions from market performance; monitor future proxies/8‑Ks for any movement toward performance-based incentives or changes in Bell’s role/ownership that could strengthen alignment .