Amy E. Ruf

About Amy E. Ruf

Amy E. Ruf is Vice President and Controller of NL Industries, Inc., age 48, serving in this role since June 1, 2021; she has held various accounting and finance roles within Contran-related companies since 2004 and currently also serves as Vice President and Controller of CompX International Inc. . NL is a controlled company with 82.7% of its common stock held indirectly through Valhi; NL does not grant equity compensation to officers and has no stock ownership guidelines for management, which shapes pay-for-performance alignment for executives like Ms. Ruf . Company performance during her tenure shows revenues declining and EBITDA moderating over FY2022–FY2024.

*Values retrieved from S&P Global.

Past Roles

External Roles

Fixed Compensation

• NL compensates executive services via an Intercorporate Services Agreement (ISA) with Contran. Charges are based on Contran’s cost to employ personnel (salary, prior-year bonus proxy, payroll taxes/benefits, overhead), allocated by estimated time devoted; amounts are not dependent on NL’s financial performance .
• The management development and compensation committee recommends the aggregate ISA fee annually; independent directors approve it, with Contran absorbing any Section 162(m) deductibility disallowance impact above $1.0 million .
• NL does not grant equity compensation to employees or officers; executives receive no director fees/equity grants for board service at NL/affiliates .

NL’s 2024 Summary Compensation Table covers named executive officers only; Ms. Ruf is an executive officer but not a named executive officer, and her individual ISA charge components are not separately disclosed .

Performance Compensation

• No equity incentive programs for management; NL does not award options and had no plan-based awards or vesting in 2024 for named executive officers .
• For CompX/Kronos employees, certain senior employees may receive discretionary bonuses, and some key employees may have capped bonuses tied to specified performance targets; senior officers setting targets are not eligible for target-based plan bonuses (discretionary only) .
• NL indicates officers providing services under ISAs do not receive compensation directly from NL, aligning incentives with long-term interests of shareholders through Contran’s broader ecosystem .

No specific performance metric weightings/targets/payouts are disclosed for Ms. Ruf; NL’s framework emphasizes discretionary/capped plans at affiliates rather than formulaic NL-linked metrics .

Equity Ownership & Alignment

• Beneficial ownership tables list directors and named executive officers; Ms. Ruf’s individual NL beneficial ownership is not separately enumerated in the 2025 proxy (group total for 17 persons is 148,300 shares, <1%) .
• NL has stock ownership guidelines for non-employee directors; it has no security ownership requirements or guidelines for management .
• Hedging: NL has not adopted specific hedging policies; employees/directors must comply with NL’s Insider Trading Policy (filed as Exhibit 19.1 to the 2024 10-K) .
• Pledging: No individual pledging disclosures for executives; at the corporate level, NL pledged Kronos shares as collateral within the Valhi Credit Facility structure (company-level financing, not an executive pledge) .

Employment Terms

• Employment start date: elected NL Vice President & Controller effective June 1, 2021 .
• Contract structure: Services provided under quarterly-renewing ISA arrangements; ISAs renew each quarter unless terminated with 30-days’ written notice prior to the next quarter .
• Severance/change-of-control: No specific executive employment agreements, severance multiples, or CoC terms are disclosed for Ms. Ruf; NL relies on ISAs rather than direct employment contracts for executives .
• Clawback: NL’s Policy for the Recovery of Erroneously Awarded Compensation (NYSE Rule 10D-1 compliant) applies to all “Executive Officers,” including principal accounting officer/controller; covers three-year clawback period for “Big R” or “little r” restatements .
• Non-compete/non-solicit/garden leave: Not disclosed.

Investment Implications

• Pay-for-performance alignment is structurally limited: executive services are compensated via ISA cost allocations and not tied to NL financial targets; NL does not grant equity to management, reducing direct alignment with NL TSR and potentially dampening incentive-driven improvements .
• Insider selling pressure likely minimal: no equity grants/options and no disclosed individual share ownership for Ms. Ruf lower the probability of vest-driven selling; hedging/pledging policies are not explicitly restrictive for individuals, but insider trading policy applies .
• Retention risk appears contained within Contran’s shared-services model: quarterly ISA renewals and cross-entity roles suggest stability but could reallocate time/roles across affiliates; absence of disclosed severance/CoC economics removes typical retention levers, relying on Contran employment terms .
• Governance context: controlled company status and non-independent compensation committee charter reduce external pressure to adopt performance-linked pay; say-on-pay support remains high (87.9% in 2024; 86.6% in 2023), indicating shareholder acceptance of current practices .
• Performance backdrop: revenues and EBITDA have trended down FY2022–FY2024, highlighting execution demands across component products and chemicals; absent formulaic incentive metrics tied to NL’s outcomes, signals from executive pay structures are weak for forecasting near-term operating improvements .