Meredith W. Mendes
KRONOS WORLDWIDEAbout Meredith W. Mendes
Meredith W. Mendes, age 66, has served as an independent director of Kronos Worldwide (KRO) since 2018 and is a member of the Audit Committee; she is designated an SEC “audit committee financial expert.” She is CFO and a founding partner of Pierson Ferdinand LLP (since 2024), and previously served as CEO of Matthew Pritzker Company (2022–2023), COO/Partner at Gresham Partners (2020–2022), Executive Director & COO at Jenner & Block (2005–2020), and EVP & Global CFO at Daniel J. Edelman (1999–2005). She holds a J.D. (Harvard Law School), an MBA in Finance (Chicago Booth), and an AB magna cum laude (Brown), is an Illinois CPA, and holds Carnegie Mellon’s CERT Certificate in Cybersecurity Oversight. As of the 2025 proxy, she has seven years of board/audit committee experience across KRO and related affiliate NL Industries (NL) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Pierson Ferdinand LLP | Chief Financial Officer; Founding Partner | 2024–present | Responsible for finance, accounting, tax, FP&A, treasury, payroll |
| Matthew Pritzker Company LLC | Chief Executive Officer | 2022–2023 | Led single-family office |
| Gresham Partners, LLC | Chief Operating Officer; Partner | 2020–2022 | Oversaw finance, technology, cybersecurity, client/investment ops, facilities, legal |
| Jenner & Block LLP | Executive Director & Chief Operating Officer | 2005–2020 | Directed firm-wide operations (finance, technology, facilities/real estate, HR) |
| Daniel J. Edelman, Inc. | EVP & Worldwide Chief Financial Officer | 1999–2005 | Global finance leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| NL Industries, Inc. (NYSE: NL) | Director; Audit Committee member | Since prior to 2020 | Audit Committee; also designated audit committee financial expert at KRO |
| Quanex Building Products (NYSE: NX) | Director | 2019–2023 | Audit; Nominating & Corporate Governance |
| Inland Residential Properties Trust, Inc. | Director | 2016–2019 | Audit; Nominating & Corporate Governance |
Board Governance
- Independence and controlled company context: KRO is a NYSE “controlled company” (Valhi owns ~81.0%). The board determined Mendes is independent under NYSE standards. KRO has chosen not to maintain an independent nominating/corporate governance committee and does not have a compensation committee charter; these functions are handled by the full board and the Management Development & Compensation Committee, respectively .
- Committees and expertise: Member, Audit Committee; designated “audit committee financial expert” (with C.H. Moore Jr. and J.E. Harper) .
- Attendance and engagement: In 2024, the board met 6 times (plus one written consent); the Audit Committee met 9 times. Each incumbent director attended at least 90% of board and applicable committee meetings; Mendes is listed as an Audit Committee member in 2024 .
- Audit Committee composition: C.H. Moore Jr. (Chair), K.B. Kramer, J.E. Harper, M.W. Mendes, and R.G. Turner; no member serves on more than three public company audit committees .
- Audit Committee oversight: Committee oversees financial reporting, internal control, and risk; directly oversees external auditor appointment/compensation; reviews fraud risk assessments and related-party transaction approvals per policy .
Fixed Compensation
| Component | Policy / 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (director) | $50,000 (effective July 1, 2024; previously $40,000) | Base cash retainer for non-Contran-affiliated directors |
| Audit Committee financial expert retainer | $45,000 | Paid to members identified as “audit committee financial expert” (only one such retainer if also chair) |
| Audit Committee member retainer (non-expert) | $25,000 | For other audit committee members |
| Other committee membership | $5,000 | For members of other committees |
| Meeting fees | $1,000 per day | For board/committee attendance; hourly rate up to $1,000/day for other services |
| Death benefit (legacy directors) | Equal to annual retainer | Applies to non-employee directors first elected prior to 2022 |
2024 Director Compensation (actual, Mendes):
| Name | Fees Earned or Paid in Cash (2024) | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Meredith W. Mendes | $99,000 | $19,685 | $118,685 |
Performance Compensation
| Equity Vehicle | Grant Policy | Vesting / Transferability | 2024 Grant Value |
|---|---|---|---|
| Annual stock grant (common shares) | Granted on the day of the annual stockholder meeting; value targeted at $20,000 per director; number of shares = $20,000 / closing price, rounded to nearest 50 shares; cap 10,000 shares | Fully vested and tradable at grant (subject to securities law restrictions) | $19,685 (Mendes, 2024) |
- Stock ownership guideline: Non-employee directors may not sell shares received from annual stock grants unless, post-sale, they hold shares valued at least at 3x the base annual cash retainer .
Other Directorships & Interlocks
| Entity | Relationship to KRO | Mendes’ Involvement | Potential Interlock Consideration |
|---|---|---|---|
| Valhi, Inc. | Controls ~81.1% of KRO (via Valhi/NLKW/Contran) | None | Indicates controlled-company framework influencing governance |
| NL Industries (NYSE: NL) | Affiliate within Valhi/Contran group | Director; Audit Committee member | Cross-directorship within controlled group; RPTs overseen by Audit Committee |
| Quanex (NYSE: NX) | Unrelated public issuer | Former Director (2019–2023) | No current interlock |
| Inland Residential Properties Trust | Unrelated REIT | Former Director (2016–2019) | No current interlock |
- Compensation Committee Interlocks: Company disclosure indicates no interlocks or related-party relationships requiring disclosure for compensation committee members in 2024; also notes a concurrent executive/director role for M.S. Simmons at Contran/Valhi/NL/CompX, not applicable to Mendes .
Expertise & Qualifications
- Financial expertise: Illinois CPA; designated Audit Committee Financial Expert at KRO; extensive CFO/COO experience across professional services and investment management .
- Legal and governance: J.D. (Harvard), governance leadership across multiple boards; cybersecurity oversight credential (CERT, Carnegie Mellon) .
- Education: MBA (Finance) Chicago Booth; AB magna cum laude (Brown) .
Equity Ownership
| Security | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| KRO Common Stock | 10,950 | <1% |
Ownership of Related Companies (affiliates):
| Security | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| NL Industries Common Stock | 26,050 | <1% |
| Valhi Common Stock | 0 | — |
- Concentrated control disclosure: Harold C. Simmons Family Trust No. 2 / Lisa K. Simmons collectively beneficially own 93,346,984 KRO shares (81.1%) through Valhi, NLKW, and Contran, reinforcing controlled-company status .
- Insider trading policy and governance documents are available on KRO’s website; Audit Committee chair presides over independent director sessions per governance guidelines .
Governance Assessment
Strengths
- Independent director with deep finance, audit, legal, and cybersecurity expertise; designated Audit Committee Financial Expert, supporting financial reporting and risk oversight .
- Strong engagement: Audit Committee met 9x; board/committee attendance ≥90% for all directors in 2024; Mendes signed the Audit Committee Report, indicating active oversight .
- Ownership alignment: Ongoing director equity grants and 3x retainer stock-holding guideline; fully vested stock encourages skin-in-the-game while preserving liquidity .
Risks / Watch Items
- Controlled company governance exceptions: No independent nominating/governance committee; no compensation committee charter; decisions centralized at full board—less shareholder-friendly structure despite majority-independent board .
- Cross-affiliate interlocks: Concurrent directorship at related affiliate NL may concentrate influence among the controlling group; mitigated by Audit Committee oversight of related-party transactions .
- Director perquisites: Legacy death benefit for non-employee directors first elected prior to 2022 (Mendes was elected in 2018); daily meeting fees could incentivize meeting cadence rather than outcomes—modest dollar impact but not best practice .
Overall Implications
- Mendes brings credible financial, legal, and cybersecurity oversight to a complex, controlled-company structure—positive for audit quality and risk oversight. However, investors should price governance risk from the controlled-company exemptions and intra-group interlocks and monitor RPT oversight and committee independence rigor on an ongoing basis .