Rainer F. Gruber

About Rainer F. Gruber

Rainer F. Gruber, age 57, is Executive Vice President and Chief Manufacturing and Technology Officer at Kronos Worldwide (KRO). He has served in this role since 2022, following senior roles in manufacturing/technology and product/process development, and has been with Kronos since 2003 . Kronos operates as a controlled company (Valhi/NLKW own ~81%) with executive compensation largely delivered via an intercorporate services agreement (ISA) with Contran and not explicitly tied to company performance; Kronos does not grant equity-based awards to executives . Company performance during his tenure includes revenue rebound and positive EBITDA in 2024, and improved TSR versus 2023; details below.

Past Roles

External Roles

Fixed Compensation

• Structure: Gruber is a Contran employee; Kronos pays Contran an annual fixed fee under an ISA allocating Contran’s employment costs to Kronos based on estimated time devoted. The ISA charge elements include base salary, estimated bonus (proxy for prior year), payroll taxes, and overhead; charges are approved by independent directors. Charges are not dependent on Kronos’ financial performance .

• Aggregate ISA charges to Contran (context for executive services):

  Metric	FY 2023	FY 2024	FY 2025 (Expected)
  ISA Fees Paid to Contran ($USD Millions)	$22.6	$23.7	$25.8

• No equity-based pay for executives; executives are not eligible for director fees or equity for board service .

Performance Compensation

• Kronos did not use specific financial performance measures to link named executive officer compensation to company performance in 2024/2023; ISA allocations and discretionary practices were applied (for the one Kronos-employed NEO). As a Contran-employed executive, Gruber’s allocation is not performance-based at the Kronos level .
• Equity awards are not used; no stock options or RSUs/PSUs outstanding .

Equity Ownership & Alignment

• Equity awards: Kronos has never granted stock options or time-vested shares to executives; none outstanding at 12/31/2024 .

• Management stock ownership guidelines: None; guidelines apply only to non-employee directors .

• Hedging/pledging: Kronos has not adopted a hedging policy for employees/officers/directors (transactions still subject to insider trading policy); no pledging disclosures for executives .

  Category	2022	2023	2024
  Options Outstanding (Execs)	None	None	None
  RSUs/PSUs Outstanding (Execs)	None	None	None
  Exec Ownership Guidelines	None (management)	None (management)	None (management)

Employment Terms

• Role basis: Executive officers (including Gruber) serve at the pleasure of the Board; Gruber is a Contran employee delivering services to Kronos via ISA .
• Contracts/severance/change-of-control: Not disclosed for Gruber; no executive equity to accelerate; ISA renews quarterly and is terminable with 30 days’ notice before a quarter .
• Clawbacks, tax gross-ups, deferred comp: Not disclosed for Gruber; Kronos reports no nonqualified deferred compensation owed to named executive officers, and Section 162(m) disallowance on ISA amounts above $1.0M is absorbed by Contran .

Performance & Track Record

• Company Performance (context during Gruber’s manufacturing leadership):

  Metric	FY 2022	FY 2023	FY 2024
  Revenue ($USD Millions)	$1,930.2 *	$1,666.5 *	$1,887.1 *
  EBITDA ($USD Millions)	$184.2*	-$11.2*	$182.1*
  EBITDA Margin (%)	9.54%*	-0.67%*	9.65%*

  Note: Values retrieved from S&P Global. Citations for Revenue reflect S&P-linked document references; EBITDA and margins are marked with an asterisk per S&P Global data policy.

• Pay vs Performance (company-level indicators):

  Metric	FY 2022	FY 2023	FY 2024
  TSR (Index, $100 base)	83	95	98
  Peer TSR Index (Chemours/Tronox)	168	179	111
  Net Income ($USD Millions)	104.5	-49.1	86.2

• Strategic context: Kronos became sole owner of Louisiana Pigment Company (LPC) in July 2024, consolidating operations; LPC is referenced as formerly 50/50 with Venator and wholly owned post-transaction, which impacts manufacturing footprint .

Compensation Committee Analysis

• Controlled company governance; management development & compensation committee is independent but without a charter; compensation not tightly linked to performance; no compensation consultants engaged .
• Say-on-Pay approvals: 87.3% (2025 meeting, for 2024 compensation) and 87.7% (2024 meeting, for 2023 compensation) indicating high shareholder support under current structure .

Say-on-Pay & Shareholder Feedback

• 2025 Say-on-Pay approval (nonbinding advisory): 87.3% support; Board recommended FOR .
• 2024 Say-on-Pay approval (nonbinding advisory): 87.7% support; Board recommended FOR .

Investment Implications

• Alignment: Absence of equity-based compensation and lack of performance-linked pay for Contran-employed executives reduces direct pay-for-performance alignment and eliminates vesting/selling pressure signals; however, controlled company status and Contran’s majority-owner role provide long-term owner alignment at the group level .
• Retention risk: Long internal tenure (with Kronos since 2003) suggests strong institutional knowledge; formal employment contract terms for Gruber are not disclosed, but ISA renewability and Contran employment reduce visibility on severance/change-of-control economics .
• Trading signals: No executive equity grants, options, or vesting schedules—thus limited insider supply overhang from executive award vesting; hedging policy not adopted (transactions still governed by insider trading policy), which is a governance caution flag .
• Performance backdrop: 2024 saw net income recovery and positive EBITDA with improved TSR versus 2023; manufacturing leadership continuity is supportive, but compensation structure is not directly incentivized to these outcomes at the Kronos entity level .

Key considerations: controlled company structure, ISA-based executive cost allocation not tied to KRO performance, no executive equity grants or vesting, and strong shareholder Say-on-Pay support under this model.