Cecil H. Moore, Jr.

About Cecil H. Moore, Jr.

Cecil H. Moore, Jr., age 85, has been an independent director of Kronos Worldwide (KRO) since 2003; he is a CPA and retired from KPMG LLP in 2000 after a 37‑year career, including managing partner of the Dallas office (1990–1999) and partner‑in‑charge of audit and accounting for 12 years prior to 1990 . He serves as KRO’s audit committee chair, a member of the management development & compensation committee, and is designated an “audit committee financial expert”; the board has determined he is independent under NYSE standards .

Past Roles

External Roles

Board Governance

• Committee assignments at KRO: Audit Committee Chair; member, Management Development & Compensation Committee; designated an audit committee financial expert .
• Independence and attendance: Board determined Moore is independent; all incumbent directors attended at least 90% of board/committee meetings in 2024 .
• Presiding role: Under KRO’s governance guidelines, the audit committee chair presides over meetings of non‑management and independent directors (i.e., Moore presides) .
• Controlled company context: Valhi and affiliates own ~81% of KRO; KRO is a NYSE “controlled company” and has no independent nominations/governance committee and no compensation committee charter, though a majority of directors are independent and comp committee members meet NYSE independence requirements .

Fixed Compensation

• 2024 director retainer framework and fees:

• 2024 director compensation (actuals):

• Annual stock grant policy for directors: On the day of the annual shareholder meeting, each eligible director receives a grant of KRO common stock equal in value to $20,000 (rounded to nearest 50 shares; cap 10,000 shares); fully vested and tradable on grant date (subject to securities law restrictions) .

Performance Compensation

• KRO does not disclose any performance‑metric‑based compensation for non‑employee directors; annual equity grants are fully vested on grant date and not subject to performance conditions .

Other Directorships & Interlocks

• Compensation Committee Interlocks: KRO discloses no interlocks under SEC rules for its management development & compensation committee (of which Moore is a member) in 2024 .

Expertise & Qualifications

• CPA; former senior KPMG leader; deep audit, financial reporting, and governance expertise; designated “audit committee financial expert” at KRO .
• 20+ years of board/audit committee experience across KRO and NL; extensive senior executive, operating, finance, and auditing experience .

Equity Ownership

• Stock ownership guidelines for non‑employee directors: May not sell annual grant shares unless, immediately after any such sale, they hold KRO shares with a value at least 3x the base annual cash retainer (currently $50,000) .
• Beneficial ownership at KRO record date (Mar 18, 2025):

• Hedging/pledging: KRO has not adopted specific hedging policies for employees/directors; insider trading policy applies generally. No pledge disclosures were noted for Moore in the proxy .

Recent Insider Trades (Form 4)

Governance Assessment

• Positives

  • Extensive financial expertise and leadership as a CPA and former KPMG managing partner; designated audit committee financial expert; chairs KRO’s audit committee and presides over independent director sessions, supporting oversight quality .
  • Strong attendance (≥90% across board/committee meetings in 2024) and independence under NYSE standards .
  • Director pay is relatively modest and primarily cash with a small annual stock grant; robust director stock ownership guideline (3x base retainer) supports alignment .

• Risk indicators and potential conflicts

  • Controlled company structure with ~81% ownership by Valhi/NLKW; KRO does not maintain an independent nominations/governance committee or a compensation committee charter, which may limit independent oversight versus typical NYSE standards .
  • Multiple related‑party arrangements (tax sharing, risk management/insurance, office sublease, IT services, and a subordinated term loan from Contran) are annually reviewed/approved by the audit committee chaired by Moore—appropriate process is disclosed, but cross‑directorships within the affiliate group (e.g., NL) can create perceived conflicts that warrant continued scrutiny .
  • No company‑wide hedging policy for directors; while the insider trading policy applies, absence of explicit hedging prohibitions is below evolving governance best practices .
  • Board refreshment considerations: long tenure (since 2003) and advanced age (85) may raise succession/refreshment questions despite the board’s stated preference for long-serving directors in a controlled company context .

• Shareholder context

  • Say‑on‑Pay support was 87.3% at the 2024 annual meeting; however, the controlling stockholders typically vote in favor, which can dampen signal value of broader minority shareholder sentiment .

Overall: Moore brings deep audit and financial governance expertise and significant continuity. In a controlled company with extensive related‑party dealings, his dual roles (KRO Audit Chair and NL committee leader) and the board’s reliance on full‑board processes in lieu of independent nom/gov structures create oversight optics to monitor. Strengthening formal hedging restrictions and continued transparency around RPT reviews are key to sustaining minority shareholder confidence .