John E. Harper
KRONOS WORLDWIDEAbout John E. Harper
Independent director (age 63) serving on Kronos Worldwide’s board since 2016; certified public accountant with deep audit and CFO experience across technology and manufacturing. Harper previously served as CFO of Dell Services (2009–2014) and Perot Systems (16 years), and spent nine years in Ernst & Young’s audit practice; he also served as a director at Rackspace Hosting (chair of Audit; member of Compensation) in 2015–2016 . He is designated an audit committee financial expert and is a member of Kronos Worldwide’s Audit Committee and its Management Development & Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dell Services (Dell, Inc.) | Vice President & Chief Financial Officer | 2009–2014 | Led finance for global IT services unit |
| Perot Systems Corporation | Chief Financial Officer (and senior finance roles) | 16 years (pre-2009) | Senior finance leadership; global IT services |
| Ernst & Young LLP | Audit Practice | 9 years | Audited technology, manufacturing, education, oil & gas |
| Rackspace Hosting, Inc. | Director | 2015–2016 | Audit Committee Chair; Compensation Committee member |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| NL Industries, Inc. | Director | Since prior to 2020–present | Audit Committee; Management Development & Compensation Committee (since 2024) |
Board Governance
- Independence: Board determined Harper is independent under NYSE standards; he has no material relationship with Kronos other than as a director .
- Committee assignments: Member, Audit Committee and Management Development & Compensation Committee; designated Audit Committee Financial Expert .
- Attendance: Each incumbent director attended at least 90% of board and applicable committee meetings in 2024 .
- Committee activity: Audit Committee held nine meetings in 2024; Management Development & Compensation Committee held one meeting .
- Board structure: Controlled company; majority independent; no independent nominations/corporate governance committee; no compensation committee charter; Audit Chair presides at independent/non-management director sessions .
- Control context: Valhi and NLKW owned ~81.0% of outstanding shares as of the 2025 meeting record date .
Fixed Compensation
| Component | Harper 2024 Amount/Terms |
|---|---|
| Fees earned in cash | $101,500 |
| Annual director retainer | $50,000 (effective July 1, 2024; previously $40,000) |
| Audit committee financial expert retainer | $45,000 (applies to AC chair and any AC member designated an “audit committee financial expert”) |
| Other committee membership fee | $5,000 (members of other committees) |
| Meeting fees | $1,000 per day for board/committee meetings; hourly rate up to $1,000/day for other services |
Performance Compensation
| Item | Detail |
|---|---|
| Annual stock award | 1,550 shares granted May 15, 2024; grant-date fair value $19,685; fully vested and tradable at grant (subject to securities laws) |
| Options | None outstanding; Kronos has not granted stock options to directors |
| Performance metrics tied to director compensation | None disclosed; director equity grants are fixed-value, time-based stock awards |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| NL Industries, Inc. | Director | Audit; Management Development & Compensation (since 2024) | Part of the controlling stockholder group structure related to Kronos (Valhi/NLKW) |
| Rackspace Hosting, Inc. (prior) | Director | Audit Chair; Compensation Member | 2015–2016; prior public company experience |
- Compensation Committee Interlocks: Kronos discloses no compensation committee interlocks or related-party relationships requiring disclosure for 2024; Harper served on the Management Development & Compensation Committee without interlocks under SEC rules .
Expertise & Qualifications
- Certified Public Accountant; designated audit committee financial expert; extensive senior executive, finance, accounting, and auditing experience including Big Four and public company CFO roles .
- Sector exposure: Technology services, manufacturing; prior board-level oversight of audit and compensation at public companies .
Equity Ownership
| Security | Shares Beneficially Owned | Ownership Notes |
|---|---|---|
| Kronos Worldwide (KRO) Common Stock | 13,450 | Less than 1%; director beneficial ownership table |
| NL Industries Common Stock | 29,550 | Less than 1%; director beneficial ownership table |
| Valhi Common Stock | -0- | None |
- Director stock ownership guidelines: Non-employee directors may not sell shares acquired via annual grants unless, post-sale, they hold shares valued at least three times the base annual cash retainer; 2024 grants valued at closing price on grant date; guideline restricts sales below 3x threshold .
- Hedging: Kronos has not adopted specific employee/director hedging policies, but hedging is subject to the company’s insider trading policy; no pledging disclosures specific to Harper in the proxy .
Governance Assessment
- Strengths: Independent director; audit committee financial expert; broad CFO/audit background; high attendance; active participation on Audit and Compensation committees; majority-independent board despite controlled company status .
- Controlled company risks: Kronos opts out of certain NYSE governance practices (no independent nominations/corporate governance committee; no compensation committee charter), which can weaken checks/balances; Audit Chair presides independent sessions, partially mitigating .
- Interlocks/related-party exposure: Corporate structure includes extensive related-party arrangements (intercorporate services agreement with Contran; risk management program via Tall Pines/Valhi; tax sharing; IT services; office sublease; subordinated term loan from Contran), elevating conflict-risk context; oversight is via independent directors/audit committee approvals .
- Director pay and alignment: Mix is modest cash retainers plus fully-vested annual stock grants; ownership guidelines require 3x retainer value, supporting alignment; no options or performance-linked metrics for directors .
- Shareholder sentiment: Prior Say‑on‑Pay approval 87.3% (2024) suggests general investor acceptance of compensation practices, though not director-specific .
RED FLAGS
- Controlled company exemptions (no independent nominations/governance committee; no compensation committee charter) weaken governance rigor relative to widely-held peers .
- Extensive related-party transactions within the Contran/Valhi/NL group, including a subordinated, unsecured term loan from Contran (amended interest 9.54%), create potential perceived conflicts despite committee oversight .
- No standalone hedging prohibition policy, relying on insider trading policy; potential misalignment risk if hedging were permitted under policy interpretations .