Courtney J. Riley

About Courtney J. Riley

Courtney J. Riley is Executive Vice President, Chief Transformation Officer at Kronos Worldwide (KRO) since 2022, previously serving as Senior Vice President, Health, Safety and Environment (2021–2022), Senior Vice President, Environmental Affairs (2020–2021), and Vice President, Environmental Affairs (2013–2020); she has held legal and environmental affairs roles with Contran-related companies since 2009 and is 59 years old . She concurrently serves as President and CEO of NL Industries, Executive Vice President of Valhi, and Senior Vice President of Contran, and has been a director of NL since 2022, reflecting deep intercompany leadership within the controlling group structure . During Riley’s tenure in senior roles, KRO’s financial performance improved in 2024: revenues rose to $1.887B from $1.667B in 2023 and net income swung to $86.2M from a $49.1M loss in 2023, though both remain below 2022 levels, indicating cyclical recovery in TiO2 end-market dynamics . Total shareholder return (TSR) measured as the value of an initial fixed $100 investment ended at 98 in 2024 versus 95 in 2023, while peer TSR was 111 in 2024, contextualizing execution results against industry comparators .

Past Roles

External Roles

Fixed Compensation

• Employment arrangement: Riley is employed by Contran and provides services to KRO under an Intercorporate Services Agreement (ISA); KRO pays Contran a fee that reflects a portion of Contran’s aggregate employment cost allocated based on expected time devoted to KRO .
• ISA cost composition: annualized base salary, an estimate of the annual bonus (approximated using prior-year bonus), employer payroll taxes, and a standardized overhead for benefits and support (medical, life, disability, retirement, office, etc.) allocated via a headcount methodology .
• ISA governance: the proposed annual ISA fee is presented to KRO’s Management Development & Compensation Committee, with CFO concurrence, and approved by independent directors; the fee is expensed quarterly and is not dependent on KRO’s financial performance .
• Equity grants: KRO has not granted stock options or employee equity awards; at 12/31/2024 no outstanding equity awards existed for named executive officers, and officers do not receive director cash or equity fees for board service at KRO .

Performance Compensation

• KRO does not link Contran-employed executive charges to explicit company performance metrics; amounts charged under the ISA are not dependent on KRO’s financial performance .
• For KRO-employed executives (not Riley), bonuses are discretionary and not formulaic; Riley’s compensation is through Contran and not governed by KRO bonus plans .

Equity Ownership & Alignment

• Management ownership guidelines: KRO does not have stock ownership requirements for management; guidelines apply only to non-employee directors .
• Hedging policy: KRO has not adopted a specific employee/director hedging policy; transactions must comply with KRO’s insider trading policy, which applies to hedging as it does to other securities transactions .
• Equity overhang/vesting pressure: No employee equity grants or options outstanding; thus, no vesting schedule-related selling pressure for executives .
• Control dynamics: Valhi and NLKW collectively own ~81% of KRO, implying alignment primarily through controlling shareholder governance rather than executive equity incentives .

Employment Terms

• ISA renewal/termination: ISAs renew quarterly and can be terminated by either party with 30 days’ written notice prior to the start of the next quarter, providing flexibility in service scope and cost allocation across affiliates .
• Severance/CoC: KRO’s proxy does not disclose individual severance or change-of-control terms for Contran-employed executives (skip—no disclosure) .
• Non-compete/Non-solicit/Garden leave: Not disclosed in KRO’s proxy for Riley’s role (skip—no disclosure) .

Performance & Track Record

• Context: KRO’s TSR recovered modestly in 2024 versus 2023 and net income moved back to positive, reflecting improved pricing/mix and cost environment in TiO2 markets; peers also moderated, narrowing relative performance gaps .
• Governance backdrop: Say-on-Pay adopted annually with strong support—87.7% in 2023 and 87.3% in 2024—signaling investor acceptance of the ISA-driven compensation framework .

Compensation Committee Analysis

• Committee composition and independence: KRO’s Management Development & Compensation Committee members are independent under NYSE standards; however, as a controlled company, KRO does not maintain a formal compensation committee charter and uses the full board on certain matters .
• Consultants/peer benchmarking: No compensation consultants are engaged; the committee relies on collective business judgment and CFO concurrence in ISA approvals without external market studies .

Related Party Transactions and Governance

• Intercorporate Services Agreements (ISAs): Annual fees paid to Contran for 2024 were ~$23.7M and expected ~$25.8M in 2025, covering executive and shared services; approvals follow independent director oversight .
• Financing: In 2024, KRO entered a subordinated, unsecured $53.7M term loan with Contran to facilitate refinancing; interest amended to 9.54% in August 2024 based on market transactions; audit committee deemed terms fair and reasonable .
• Risk management: KRO participates in combined insurance and IT programs with Contran and affiliates, with costs allocated and committee oversight affirming fairness relative to arm’s-length alternatives .
• Control structure: Valhi and NLKW collectively own ~81% of KRO, with board processes tailored to controlled-company governance under NYSE standards .

Investment Implications

• Pay-for-performance alignment: Riley’s compensation flows through Contran’s ISA and is not contingent on KRO’s performance, reducing direct variable incentive alignment but embedding cost discipline and cross-affiliate oversight; lack of employee equity awards further limits alignment via personal share exposure .
• Retention risk and flexibility: Quarterly ISA renewals with 30-day termination provide operating flexibility but imply limited long-term contractual retention protections; however, Riley’s multi-entity leadership roles within the controlling group suggest strong internal retention drivers .
• Trading signals: Absence of vesting schedules and option overhang reduces forced-selling risk; no management ownership guidelines and no explicit hedging prohibitions may dilute skin-in-the-game signals, although insider trading policy applies to all transactions .
• Execution track: Operational recovery in 2024 (TSR and net income) supports transformation credibility; continued controlled-company governance and related-party structures require investors to weigh alignment and fairness safeguards overseen by independent directors and audit/compensation committees .