Loretta J. Feehan

About Loretta J. Feehan

Loretta J. Feehan, age 69, is a certified public accountant and serves as non‑executive Chair of the Board of Kronos Worldwide, Inc. (KRO) since 2017 and as a director since 2014; she also chairs the boards of CompX, NL Industries, and Valhi with director service at each since 2014 . Her background includes partnership in Deloitte & Touche LLP’s tax practice serving corporate clients and teaching continuing education courses for Accountant’s Education Services from 2002–2016; she has also been a financial advisor to Lisa K. Simmons since prior to 2020 . KRO reports that its independent directors exclude Ms. Feehan and notes her chair role reflects representation of Contran under the controlled company structure .

Past Roles

External Roles

Board Governance

• Independence: KRO is a controlled company (Valhi 50.4%, NLKW 30.6%; total ≈81%) and has chosen not to have independent nominations/corporate governance committees or charters; independent directors are Harper, Kramer, Mendes, Moore Jr., and Turner, which excludes Ms. Feehan, consistent with her role as a Contran representative .
• Leadership: Ms. Feehan is Chair (non‑executive); CEO James M. Buch serves on the board. The board views this structure as appropriate under NYSE controlled company guidelines and explicitly cites the benefit of Ms. Feehan’s Contran alignment for long‑term value creation .
• Committees: Audit Committee members are Moore Jr. (chair), Kramer, Harper, Mendes, Turner; Management Development & Compensation Committee (MDCC) members are Turner (chair), Moore Jr., Harper. Ms. Feehan is not listed as a member of these standing committees .
• Attendance: In 2024, the board held 6 meetings (plus one written consent); each incumbent director attended at least 90% of board and applicable committee meetings. Audit Committee held 9 meetings; MDCC held 1 meeting .
• Independent/non‑management sessions: Non‑management and independent directors meet at least annually; audit chair presides. No lead independent director is designated .
• Say‑on‑Pay context: Prior year Say‑on‑Pay received 87.3% support; board maintained compensation practices in light of the favorable outcome .

Fixed Compensation

• Director stock ownership guideline: Non‑employee directors must retain shares valued at least 3x the base annual cash retainer; shares from annual grants may not be sold below that threshold .

Performance Compensation

• Structure: Eligible directors receive an annual fixed‑value stock grant ($20,000, rounded to nearest 50 shares; cap 10,000 shares), fully vested/tradable on grant date (subject to securities law) .
• Performance metrics: None disclosed for director compensation; grants are fixed‑value awards rather than performance‑conditioned instruments .

Other Directorships & Interlocks

Expertise & Qualifications

• Certified Public Accountant; former Deloitte tax partner with decades of financial/tax and auditing experience .
• Board leadership across KRO, CompX, NL, and Valhi since 2017, with director service since 2014, providing multi‑company oversight in the controlled group .
• Education/teaching credentials in tax continuing education (2002–2016) .

Equity Ownership

• Hedging policy: KRO has not adopted policies/practices regarding hedging by employees/directors; transactions must comply with the insider trading policy .
• Director ownership guideline: At least 3x base annual cash retainer in KRO shares; sales restricted until guideline threshold is met .
• Section 16 compliance: KRO states executives/directors/10% holders complied with Section 16(a) filing requirements in 2024 .

Governance Assessment

• Strengths

  • Independent audit and compensation committees with multiple “financial experts”; robust committee activity (9 audit meetings; targeted compensation oversight) .
  • High attendance: each director attended ≥90% of meetings; structured independent/non‑management sessions presided by the audit chair .
  • Director ownership guideline and annual equity grants create ongoing equity exposure, supporting some alignment with shareholders .

• Concerns and red flags

  • Non‑independent Chair: Ms. Feehan is not among the independent directors and is explicitly described as a representative of Contran; KRO is a controlled company with governance exemptions (no independent nominations/governance committee; MDCC without charter) .
  • Extensive related‑party exposure: Significant ISA fees to Contran ($23.7mm in 2024; ~$25.8mm expected in 2025), group risk financing via Valhi’s captive, office sublease with Contran, and a subordinated unsecured term loan from Contran at 9.54%—all approved via board/committee processes but still elevating conflict risk in the controlled structure .
  • Hedging policy gap: No formal anti‑hedging policy adopted for employees/directors (transactions governed only by insider trading policy), which can weaken alignment safeguards .
  • Concentrated control: Valhi/NLKW can unilaterally constitute a quorum and elect directors/approve Say‑on‑Pay, limiting minority shareholder influence .

Overall, Ms. Feehan’s deep financial/accounting background and multi‑board chair roles provide continuity and oversight in the controlled group, but her non‑independent status and close alignment with Contran/Lisa K. Simmons heighten conflict‑of‑interest sensitivity. Investors should monitor the fairness and pricing of related‑party arrangements (ISA, captive insurance, intercompany loans) and the board’s independent scrutiny, attendance, and committee processes as key governance quality signals .