R. Gerald Turner

About R. Gerald Turner

R. Gerald “Dr.” Turner, age 79, is an independent director of Kronos Worldwide, Inc. (KRO) who has served on the board since 2003; he is President of Southern Methodist University (since 1995) and previously held executive/administrative roles at the University of Mississippi, University of Oklahoma, and Pepperdine University . He formerly served on J.C. Penney’s board (1995–2019) and as a trustee of American Beacon Funds and American Beacon Select Funds (2001–2020) . At KRO, Dr. Turner chairs the Management Development and Compensation Committee and is a member of the Audit Committee .

Past Roles

External Roles

Board Governance

• Independence: The board determined Dr. Turner is independent under NYSE standards, with no material relationship other than serving as a director .
• Committee assignments: Chair, Management Development & Compensation Committee; Member, Audit Committee (Audit Committee membership: Moore (chair), Kramer, Harper, Mendes, Turner; three identified audit committee financial experts are Moore, Harper, Mendes) .
• Attendance: In 2024 the board met six times and acted by consent once; each incumbent director attended at least 90% of board and committee meetings while in office; the audit committee met nine times and the compensation committee met once .
• Leadership and independent sessions: Non-executive Chair of the Board; independent and non-management directors meet at least annually without management, chaired by the audit committee chair; no Lead Independent Director .
• Controlled company governance structure: KRO is a “controlled company” under NYSE rules (Valhi and NLKW collectively ~81% ownership) and has chosen not to have an independent nominating/governance committee or charters for certain committees; while compensation committee members are independent, KRO does not satisfy all NYSE compensation committee standards (no compensation committee charter) .

Fixed Compensation

• 2024 cash compensation earned by Dr. Turner (fees + retainers): $84,000 .
• Director cash retainer schedule (2024):
  • Base director annual retainer: $50,000 (increased from $40,000 effective July 1, 2024) .
  • Chair of the Board (non-executive): $50,000 .
  • Audit Committee chair and any director identified as an “audit committee financial expert”: $45,000 (only one paid if same person both roles) .
  • Other Audit Committee members: $25,000 .
  • Members of other committees: $5,000 .
  • Meeting fees: $1,000 per day for board/committee meetings; hourly rate up to $1,000/day for other services; death benefit equal to annual retainer if the non‑employee director was first elected prior to 2022 (Turner qualifies) .

Performance Compensation

• Annual director stock grant policy: On the day of each annual meeting, eligible directors receive fully vested, tradable shares equal in value to $20,000 (rounded to nearest 50 shares), capped at 10,000 shares; non‑employee directors may not sell grant shares unless after sale they hold shares valued at least 3x the base annual cash retainer .
• 2024 stock award to Dr. Turner: 1,550 shares (grant date May 15, 2024), reported fair value $19,685; fully vested and tradable subject to securities law restrictions .
• 2025 stock award (Form 4): Award of 2,800 shares at $7.17 on May 14, 2025; post‑transaction ownership 32,045.618 shares .
• Options: None; KRO does not grant stock options and reported no outstanding equity awards or option exercises for executives; directors receive stock grants only as noted above .
• Performance metrics tied to director compensation: None disclosed; director equity grants are value‑based, not performance‑conditioned .

Stock Award Detail (Directors)

Other Directorships & Interlocks

Expertise & Qualifications

• Senior executive governance experience from leading a large private university; oversight experience from prior public company and investment company boards .
• Audit Committee membership but not designated an “audit committee financial expert” (experts: Moore, Harper, Mendes) .
• Long service at KRO provides continuity and deep knowledge of the business and its controlled company environment .

Equity Ownership

Insider Trades (Form 4)

Governance Assessment

• Strengths: Independent director with >21 years of KRO board service, chairs compensation and sits on audit; strong attendance (≥90% in 2024) and active audit oversight (nine audit meetings) .
• Alignment: Holds KRO shares (29,246 as of record date; 32,045.618 post 2025 grant) and is subject to director ownership guidelines requiring holdings valued at ≥3x base retainer to sell granted shares .
• Structural risks (company-level): Controlled company status with Valhi (50.4%) and NLKW (30.6%) totaling ~81% control; absence of independent nominating committee and no compensation committee charter; extensive related‑party transactions (e.g., Intercorporate Services Agreement with Contran, subordinated unsecured term loan from Contran) require sustained independent oversight .
• Compensation oversight nuances: Compensation committee’s responsibilities include recommending approval of the annual ISA fee paid to Contran (covering executive services), and administering director stock grants; committee met once in 2024; no compensation consultants engaged .
• Policy red flags: Company has not adopted an explicit hedging policy for employees/directors (though insider trading policy applies); a legacy death benefit exists for directors first elected before 2022 (applies to Turner) .
• Shareholder vote signal caveat: 2024 Say‑on‑Pay received 87.3% approval, but voting outcomes are heavily influenced by controlling stockholders; Valhi and NLKW indicated they vote FOR proposals .

Notes:

• Board meetings and committee attendance reflect 2024 disclosed activity .
• No director‑specific related‑party transactions or interlocks requiring disclosure were reported for Dr. Turner in 2024 .
• Section 16(a) compliance: Company believes directors/officers were compliant in 2024 .