William E. Miller
KRONOS WORLDWIDEAbout William E. Miller
William E. Miller, age 43, is Vice President, Global Human Resources at Kronos Worldwide (KRO), serving since 2023 after senior HR roles at Vetoquinol (2016–2023) . KRO’s recent performance during Miller’s tenure improved: net sales rose 13% to $1,887.1 million in 2024 (from $1,666.5 million in 2023), and net income swung to $86.2 million from a $49.1 million loss, while total shareholder return (TSR) ticked up to 98 from 95 on a 2019=100 basis . KRO operates as a controlled company within the Contran/Valhi/NL group, with governance and compensation decisions heavily influenced by related-party structures .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Vetoquinol (global animal health) | Vice President of Human Resources | 2019–2023 | Led global HR for a multinational manufacturer |
| Vetoquinol | Human Resources Director | 2016–2019 | Senior HR leadership in a global environment |
External Roles
No other external directorships or committee roles disclosed for Miller.
Company Performance Context (during Miller’s tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net sales ($USD millions) | 1,930.2 | 1,666.5 | 1,887.1 |
| Net income (loss) ($USD millions) | 104.5 | (49.1) | 86.2 |
| TSR (2019=100) | 83 | 95 | 98 |
Fixed Compensation
Kronos’ executive compensation framework relies primarily on intercorporate services agreements (ISAs) with Contran, under which executive officer services are provided on a fixed-fee basis allocated by estimated time devoted; charges reflect Contran’s employment costs and overhead and are expensed quarterly. Amounts charged under the ISA do not depend on KRO financial performance. No equity compensation is granted to executive officers, and there were no grants of plan-based awards in 2024.
| Component | Structure | Notes |
|---|---|---|
| Base cash via ISA | Fixed fee allocation based on estimated time | Approved annually by independent directors after MDC committee review; expensed quarterly |
| Bonus | Not performance-linked under ISA; executives employed by KRO (not Contran) may receive discretionary bonuses | ISA amounts for Contran employees (including NEOs) are not dependent on KRO performance; KRO-employed executives have discretionary bonuses (not disclosed for Miller) |
| Equity | None | No outstanding equity awards at 12/31/2024; KRO has historically forgone equity comp to executives |
Performance Compensation
KRO disclosed it did not use specific financial performance measures to link NEO compensation to company performance for 2024, and ISA charges are not performance-based. No stock options, PSUs, or RSUs are granted to executive officers.
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| None disclosed (ISA-based service charges) | — | — | — | — | — |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial ownership (executives) | Individual holdings for Miller are not disclosed; executive officers as a group (24 persons) held 144,283 shares (<1%) as of record date |
| Management ownership guidelines | None for management; director guidelines exist, but not for executives |
| Hedging/pledging policy | No adopted hedging policy beyond insider trading policy; no pledging disclosures for executives; insider trading policy governs transactions |
| Equity awards/outstanding | None; no options or stock awards outstanding for executives at 12/31/2024 |
Red flag assessment:
- No management ownership requirements and no equity awards reduce “skin-in-the-game” alignment for Miller.
- Lack of anti-hedging policy (beyond insider trading) increases potential misalignment risk, though hedging must comply with insider trading policy.
Employment Terms
| Term | Provision | Implications |
|---|---|---|
| Employment affiliation | Executive services commonly provided via Contran ISA; NEOs were Contran employees; Miller’s individual employment entity is not explicitly disclosed | Compensation alignment to KRO performance is limited under ISA model |
| ISA renewal | Quarterly renewal; terminable by either party with 30-day prior notice before next quarter | Flexibility; potential continuity risk tied to Contran decisions |
| Fee basis | Contran cost (salary, estimated bonus, payroll taxes, benefits, overhead) allocated by estimated time devoted to KRO | Charges are independent of KRO performance metrics |
| Severance/CoC | No individual executive employment contracts, severance multiples, or change-of-control terms disclosed for Miller | Not disclosed |
| Clawback/tax gross-ups | Not disclosed for executives; ISA structure suggests compensation not structured with such features | Not disclosed |
Governance and Compensation Oversight (Context)
- Controlled company: Valhi and NLKW together own ~81% of KRO; KRO chooses not to maintain certain NYSE-mandated independent committee structures/charters for controlled companies.
- Management Development & Compensation (MDC) Committee: Independent members; recommends ISA charges; no compensation consultants used. 2024 MDC held one meeting; members: R. Gerald Turner (Chair), Cecil H. Moore Jr., John E. Harper.
- Say-on-Pay: 2024 say-on-pay approval (2024 annual meeting for 2023 comp) was 87.3% of eligible shares; 2025 say-on-pay proposal recommended for approval by controlling holders.
Related-Party Structures (Alignment and Risk)
KRO engages in multiple related-party arrangements within the Contran/Valhi/NL/NLKW network: ISAs (Contran fee ~$23.7 million in 2024; ~$25.8 million expected in 2025), tax-sharing (net cash payments ~$17.8 million in 2024), combined risk management (premiums/fees ~$25.6 million in 2024), IT data services (Contran fee $0.4 million in 2024), office sublease ($0.7 million in 2024), and a subordinated, unsecured Contran term loan ($53.7 million; amended rate 9.54%). These relationships are approved by independent directors or audit committee per KRO’s RPT policy.
Investment Implications
- Pay-for-performance alignment is structurally weak for Miller: ISA charges are independent of KRO performance; no equity, options, or vesting schedules; no management ownership requirements. This limits direct incentives tied to TSR, margin expansion, or revenue growth.
- Retention risk for HR leadership is tethered to Contran’s staffing and ISA allocations rather than KRO-specific incentives; quarterly-renewable ISA terms add procedural flexibility but also potential continuity risk.
- Trading signals: absence of executive equity holdings/vesting and lack of hedging prohibitions reduce “forced seller” pressures; however, the controlled-company structure and extensive related-party transactions can overshadow independent governance catalysts and may dampen responsiveness to minority shareholder preferences.
- Execution track record: Company-level operations improved in 2024 (net sales +13%, net income positive), but pricing softened; 2025 outlook expects demand improvement and synergy capture from LPC acquisition within constraints of tariffs and cost pressures. HR’s role in workforce reductions and restructuring is notable, but compensation linkage to outcomes for Miller is not disclosed.
Overall, Miller’s compensation and incentives appear primarily service-based via Contran with no disclosed performance pay or equity alignment at KRO, suggesting low direct alignment to shareholder value creation under KRO’s controlled-company and ISA model.