Kevin B. Kramer
KRONOS WORLDWIDEAbout Kevin B. Kramer
Independent director of Kronos Worldwide (KRO); age 65; director since 2023. Senior advisor to the CEO of ATI Inc. since 2023; previously SVP, Chief Commercial & Marketing Officer at ATI (2014–2023), with prior leadership roles at Stoneridge, Alcoa, and Goodyear spanning operations, commercial, and growth initiatives. Determined independent under NYSE standards; attended at least 90% of board and committee meetings in 2024. Member of KRO’s Audit Committee; not designated as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ATI Inc. (Allegheny Technologies) | SVP, Chief Commercial & Marketing Officer | 2014–2023 | Led commercial and marketing strategy across aerospace, defense, energy, medical, electronics, auto end-markets |
| Stoneridge, Inc. | President — Stoneridge wiring division; Vice President | 2012–2014 | Division leadership; electrical systems business execution |
| Alcoa, Inc. | President — Growth Initiatives; President — Wheel & Transportation Products | 2004–2012 | Growth strategy; transportation components scaling |
| Goodyear Tire & Rubber Company | Various roles | 1983–2004 | Long-tenured operating and commercial experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| ATI Inc. | Senior Advisor to CEO | Since 2023 | N/A |
| NL Industries (NL) | Director | Since 2023 | Audit Committee |
| CompX International | Director (prior) | 2022–2023 | Audit Committee |
| Valhi, Inc. | Director (prior) | 2022–2023 | Audit Committee |
Board Governance
- KRO is a controlled company (Valhi and NLKW own ~81%) and does not maintain an independent nominations/corporate governance committee; the full board handles those functions. Kramer is one of the independent directors identified by the board.
- 2024 board activity: six meetings plus one written consent; each incumbent director attended at least 90% of applicable meetings. Independent and non-management directors meet at least annually in executive session, presided over by the Audit Committee chair.
- Committee assignments and activity:
- Audit Committee: Members—Cecil H. Moore, Jr. (Chair), Kevin B. Kramer, John E. Harper, Meredith W. Mendes, R. Gerald Turner; nine meetings in 2024. Audit committee financial experts: Moore, Harper, Mendes.
- Management Development & Compensation Committee: Members—R. Gerald Turner (Chair), Moore, Harper; one meeting in 2024.
Fixed Compensation
| Component | Detail | Amount (2024) |
|---|---|---|
| Base annual cash retainer | Increased from $40,000 to $50,000 effective July 1, 2024 | $50,000 (rate) |
| Audit Committee member retainer | Other members of Audit Committee | $25,000 (rate) |
| Meeting fees | $1,000 per day for board/committee meetings; hourly rate (capped at $1,000/day) for other services | As incurred |
| Chair retainers (reference) | Chair of the Board ($50,000); Audit Chair and any Audit Committee financial expert ($45,000; one retainer if both capacities) | Rates only |
| Kramer—Fees earned or paid in cash | Total cash earned in 2024 | $79,000 |
Performance Compensation
| Award Type | Grant Date | Shares Granted | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual stock grant (Director Stock Plan) | May 15, 2024 | 1,550 | $19,685 (at $12.70/sh) | Fully vested and tradable on grant date (subject to securities law) | Annual grant value target $20,000 per director, rounded to nearest 50 shares, cap 10,000 shares |
Director stock ownership guidelines: non-employee directors may not sell annual grant shares unless they will hold at least 3× the base annual cash retainer immediately after any sale. Base annual cash retainer is $50,000, implying a 3× threshold reference of $150,000 in share value. Compliance status by director is not disclosed.
Other Directorships & Interlocks
| Company | Relationship to KRO | Kramer Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| NL Industries | Publicly held parent-related company; owns significant stake in KRO via NLKW | Director; Audit Committee | Overlapping governance across related-party ecosystem; KRO Audit Committee also oversees related-party transactions under RPT Policy |
| Valhi, Inc. | Publicly held parent of NL; direct holder of ~50.4% KRO shares | Prior Director; Audit Committee (2022–2023) | Valhi is controlling stockholder; extensive related-party agreements exist; prior overlap increases interlock exposure |
| CompX International | Public sister corporation | Prior Director; Audit Committee (2022–2023) | Shared governance within controlled group |
Expertise & Qualifications
- Senior executive commercial leadership across metals, aerospace, transportation, and industrial supply chains; broad operating and marketing expertise.
- Audit committee member experience at KRO and NL; not designated as “audit committee financial expert.”
- Long-tenured industrial background fosters board oversight of operations, pricing, and customer dynamics across cyclical sectors.
Equity Ownership
| Security | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| KRO Common Stock | 21,460 | * (less than 1%) |
| NL Common Stock | 15,850 | * (less than 1%) |
| Valhi Common Stock | 1,900 | * (less than 1%) |
Governance Assessment
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Strengths:
- Independence and high attendance; Kramer serves on an active Audit Committee (nine meetings) supporting financial oversight and risk management.
- Industrial-commercial expertise enhances board effectiveness in pricing, demand management, and customer contracts—relevant to KRO’s TiO2 market exposure.
- Director equity grants with stock ownership guidelines promote some alignment, while cash retainer increases reflect updated governance market rates.
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Controlled company and related-party exposure:
- KRO is a controlled company (Valhi/NLKW ~81%), with the full board (not an independent nominating/governance committee) handling nominations and governance matters. This structure can constrain minority shareholder influence.
- Extensive related-party transactions (intercorporate services with Contran; captive insurance via Tall Pines; tax sharing; subordinated Contran term loan at 9.54%; IT services; office sublease) rely on audit committee oversight under an RPT Policy. Kramer’s Audit Committee role at KRO and directorship at NL (a related entity) create interlock optics; the proxy asserts independent committee review and fairness conclusions.
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Compensation/alignment:
- 2024 mix for Kramer: Cash $79,000; Equity $19,685; annual equity grants are fully vested at grant—limited retention incentives vs. deferred/holding-period structures.
- Stock ownership guidelines restrict selling of grant shares until a 3× retainer threshold is met, but individual compliance status is not disclosed.
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RED FLAGS:
- No hedging policy adopted (employees and directors must follow insider trading policy, but hedging is not explicitly prohibited)—misalignment risk for long-term shareholders.
- Controlled company governance (no independent nominating/governance committee); heavy reliance on board assertions for fairness of related-party dealings.
- Interlocks across KRO/NL/Valhi/CompX (current/past) heighten perceived conflict risk despite stated independence and RPT oversight.
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Shareholder sentiment:
- 2024 Say‑on‑Pay approval was 87.3%, indicating generally supportive shareholder base amid the controlled structure.