Dennis Werner
KRONOS WORLDWIDEAbout Dennis Werner
Dennis Werner is President, EMEAA at Kronos Worldwide (KRO), age 41, serving in this role since 2023 after holding various sales and marketing leadership posts with KRO since 2018, including vice president roles at certain subsidiaries . KRO is a controlled company (Valhi and NLKW collectively own ~81% of outstanding shares), and executive services (including regional leadership roles like Werner’s) are provided via an Intercorporate Services Agreement (ISA) with Contran, rather than through KRO employment contracts . KRO’s executive compensation structure is not directly linked to company financial performance and the ISA charges are not dependent on KRO’s results . Company performance during Werner’s tenure has been mixed: revenue recovered in FY 2024 vs FY 2023, EBITDA improved from a loss in FY 2023, and TSR remained below a 2019 base but improved through 2024 .
Company performance (context during Werner’s tenure)
| 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* |
| TSR index (Base $100 at 12/31/2019) | 83 | 95 | 98 |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kronos Worldwide (KRO) | President, EMEAA | 2023–present | Leads Europe/Middle East/Africa/Asia sales/commercial strategy |
| Kronos Worldwide (subsidiaries) | Various Vice President roles (sales/marketing) | 2018–2023 | Regional commercial leadership; go-to-market execution |
| Kronos Worldwide | Sales and marketing positions | 2018–present | Ongoing customer development and revenue execution |
External Roles
No external directorships or public company roles for Dennis Werner are disclosed .
Fixed Compensation
KRO’s executives (including regional presidents) are employees of Contran and provide services to KRO under an ISA; compensation appears within the ISA charges allocated to KRO, rather than as KRO salaries or bonus plans. The ISA allocation is based on estimated time devoted and Contran’s employment cost; the amount is not tied to KRO performance and is approved annually by KRO’s independent directors following management development and compensation committee review .
| Component | Status | Notes |
|---|---|---|
| Base salary (KRO-paid portion via Contran ISA) | Not individually disclosed | ISA charges reflect Contran’s employment costs allocated by time devoted; independent directors approve annually |
| Target bonus % | Not disclosed | Executive officers employed by Contran; KRO bonuses for executives (employed by KRO) are discretionary; ISA-based executives’ charges not performance-linked |
| Actual bonus paid | Not disclosed | ISA fees expensed quarterly; not dependent on KRO performance |
| Equity awards (RSUs/PSUs) | None | KRO has never granted stock options or equity incentive awards to executives; prior decision to forgo equity grants for management |
Performance Compensation
KRO did not use specific financial performance measures to link executive compensation for 2024, and executives under the ISA did not receive equity awards or plan-based awards; no outstanding equity awards or option exercises were reported .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Financial/operational metrics (revenue/EBITDA/TSR) | Not applicable | Not applicable | Not applicable | Not applicable | Not applicable |
| Equity (RSU/PSU/options) | Not applicable | Not applicable | Not applicable | Not applicable | Not applicable |
Equity Ownership & Alignment
| Item | Status | Notes |
|---|---|---|
| Total beneficial ownership | Not disclosed | Security ownership table includes directors and named executive officers; other executive officers’ holdings are not itemized. Executives disclaim beneficial ownership except to extent of pecuniary interest . |
| Vested vs unvested shares | Not applicable | No outstanding equity awards; KRO has not granted options or equity incentive awards to executives . |
| Options (exercisable/unexercisable) | None | No stock options granted historically . |
| Shares pledged as collateral | Not disclosed | No pledging disclosure for executives; KRO notes no hedging policy adoption but insider trading policy applies . |
| Stock ownership guidelines (management) | None | KRO has stock ownership guidelines for non-employee directors, but not for management . |
| Hedging policy | No specific hedging prohibition adopted | Employees/directors must comply with insider trading policy; no adopted hedging policy beyond that . |
Employment Terms
| Term | Status | Notes |
|---|---|---|
| Employment start date at KRO | 2018 (sales/marketing); 2023 (President, EMEAA) | Disclosed in executive officer biography . |
| Contract term length/expiration | Not disclosed | Executive services provided under Contran ISA; ISA renews quarterly and can be terminated with notice . |
| Severance provisions | Not disclosed | No individual executive severance terms disclosed in proxy for ISA-based executives. |
| Change-of-control provisions | Not disclosed (individual) | Company debt agreements contain change-of-control acceleration provisions; employment-specific change-of-control terms not disclosed . |
| Clawback provisions | Not disclosed | Not discussed in proxy. |
| Tax gross-ups | Contran absorbs Section 162(m) disallowance impact on charges >$1.0M | Contran agreed to absorb any income tax deduction disallowance due to charges exceeding $1.0M . |
Investment Implications
- Pay-for-performance alignment risk: Executive compensation via ISA is not linked to KRO’s performance, and KRO does not grant equity to executives; there are no performance-based awards for 2024, and no equity vesting—reducing alignment and eliminating vest-driven selling pressure but weakening incentive linkage to TSR and financial outcomes .
- Governance/controls: KRO is a controlled company and does not maintain all NYSE compensation committee standards; management development and compensation committee exists but without a formal charter, which may limit independent oversight of executive pay structures .
- Ownership alignment: Management has no stock ownership guidelines and no equity awards, while non-employee directors do receive annual stock grants—creating potential asymmetry in skin-in-the-game versus board members; no pledging disclosures for executives .
- Related-party dependence: ISA services and a subordinated unsecured term loan from Contran (9.54% amended rate) underscore reliance on related-party arrangements; while the audit committee approved terms as fair, such ties can introduce perceived conflicts and influence capital allocation .
- Performance context: Revenue recovered in FY 2024 and EBITDA improved versus FY 2023, while TSR index improved to 98 in 2024 (still below the 2019 base), suggesting operational stabilization but limited incentive linkage for executives under current structures .
Say-on-Pay: 2024 approval was 87.3%, indicating broad shareholder acceptance of the current approach despite limited pay-for-performance linkage .