Andrew B. Nace
About Andrew B. Nace
Andrew B. Nace, age 60, is Executive Vice President of NL Industries and has served in legal and executive roles across the Simmons-controlled group since 2003; he was NL’s Vice President from 2013–2017 and Executive Vice President since 2017, and currently also serves as EVP of Kronos Worldwide and CompX and EVP & General Counsel of Valhi and Contran; he became a director of Contran in January 2023 . NL’s executive pay is delivered via Intercorporate Services Agreements (ISAs) with Contran and is not dependent on NL’s financial performance; NL does not grant equity to executives, eliminating option/RSU-driven incentives and vesting-related selling pressure . Company-level performance reference: NL’s total shareholder return (value of initial $100) exceeded its peer group in 2022–2024 and net income rose to $69.261 million in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NL Industries | Vice President | 2013–2017 | Legal and executive leadership across NL and affiliates |
| NL Industries | Executive Vice President | 2017–present | Senior executive oversight and coordination with related companies |
| Kronos Worldwide | Executive Vice President | Current (as of 2025) | Executive oversight in related operating subsidiary |
| CompX International | Executive Vice President | Current (as of 2025) | Executive oversight in manufacturing subsidiary |
| Valhi | Executive Vice President & General Counsel | Current (as of 2025) | Group-level legal leadership |
| Contran | Executive Vice President & General Counsel | Current (as of 2025) | Parent-level legal leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Contran | Director | Since Jan 2023 | Governance role at controlling parent |
| Valhi | EVP & General Counsel | Current (as of 2025) | Legal stewardship at controlling parent subsidiary |
| Kronos Worldwide | Executive Vice President | Current (as of 2025) | Operating subsidiary executive leadership |
| CompX International | Executive Vice President | Current (as of 2025) | Operating subsidiary executive leadership |
Fixed Compensation
NL’s executives are Contran employees; NL reports “Salary” as the ISA fee attributable to services rendered to NL and its subsidiaries, not base pay in the traditional sense. No equity awards or options were granted.
| Metric | 2019 | 2020 | 2021 |
|---|---|---|---|
| “Salary” (ISA-charged compensation) to NL for Andrew B. Nace ($) | $1,953,000 | $1,970,000 | $1,770,000 |
ISA component breakdown (Contran allocates cost by expected time devoted to each company; sums equal the “Salary” amounts above):
| Component | 2019 | 2020 | 2021 |
|---|---|---|---|
| NL portion ($) | $832,000 | $647,000 | $596,000 |
| Kronos Worldwide portion ($) | $771,000 | $953,000 | $876,000 |
| CompX portion ($) | $350,000 | $370,000 | $298,000 |
| Total ISA-charged “Salary” ($) | $1,953,000 | $1,970,000 | $1,770,000 |
Notes:
- ISAs include Contran’s employee cost components: annualized base salary, estimated bonus (approximated by prior-year actual), payroll taxes, and overhead; allocation is by estimated time devoted and is independent of NL’s financial performance .
- NL’s compensation committee approves the aggregate ISA fee to NL; ISA charges to other public affiliates are reviewed separately by their boards/committees .
Performance Compensation
- No plan-based awards to named executive officers; no options or equity incentive awards outstanding at year-end 2021 or 2024; NL does not grant equity to executives .
- NL has no policies on option grant timing because it does not award options; no options exercised or stock vested in 2021 or 2024 .
- Certain key employees at CompX/Kronos may have performance-based bonuses with ceilings, but senior officers setting those targets are only eligible for discretionary bonuses; NL officers receive compensation via Contran’s ISA, aligning with long-term interests of controlling shareholder rather than direct NL performance metrics .
Equity Ownership & Alignment
| Security | Beneficial Ownership | Percent of Class |
|---|---|---|
| NL common stock (as of 2022 record date) | 0 | 0% |
| Kronos Worldwide common stock (as of 2022 record date) | 8,725 shares | * (<1%) |
| Valhi common stock (as of 2022 record date) | 0 | 0% |
| CompX Class A common stock (as of 2022 record date) | 1,807 shares | * (<1%) |
Additional alignment considerations:
- NL does not have stock ownership requirements or guidelines for management; directors do have ownership guidelines tied to retainers, but executives do not .
- Hedging: NL has not adopted specific employee/officer hedging policies; transactions must comply with the insider trading policy (filed with NL’s 2024 Form 10-K) .
- Pledging: No individual pledging disclosure for executives; company-level collateral pledges related to NLKW facilities do not pertain to individual executive share pledges .
Employment Terms
- Employment structure: All named executive officers (NEOs) in recent years are Contran employees providing services under ISAs; NL pays Contran a fixed annual fee approved by independent directors .
- Pay-for-performance linkage: ISA charges are independent of NL’s financial performance; they are based on Contran’s cost allocations (base, estimated bonus, overhead) and time devoted .
- Severance/change-in-control: No NL-specific employment agreements, severance, or change-in-control economics disclosed for NEOs; not disclosed for Mr. Nace .
- Pensions/deferred comp: NL does not have defined benefit pension plans for NEOs; no nonqualified deferred compensation obligations disclosed .
- Clawbacks/tax gross-ups: Not disclosed for executives; Section 162(m) deductibility impacts, if any, are absorbed by Contran rather than NL .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 87.9% of shares eligible to vote supported NEO compensation .
- 2021 Say-on-Pay approval: 85.7% support at the annual meeting .
Company Performance Reference (Pay vs Performance)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| PEO Compensation Actually Paid ($) | $6,675,000 | $6,138,000 | $1,077,000 | $1,399,000 | $1,433,000 |
| Non-PEO NEOs Compensation Actually Paid ($) | $1,256,400 | $788,250 | $1,930,400 | $957,000 | $1,166,000 |
| NL TSR (Value of initial $100) | 128 | 205 | 204 | 177 | 271 |
| Peer TSR (S&P 500 Industrial Conglomerates) | 110 | 116 | 106 | 132 | 182 |
| Net Income (Loss) ($ thousands) | 16,103 | 53,360 | 36,456 | 582 | 69,261 |
Investment Implications
- Compensation alignment: Executive compensation for Mr. Nace is delivered via Contran ISAs and is not directly tied to NL’s financial or stock performance; absence of equity awards reduces pay-for-performance alignment and dilutes incentives linked to TSR, revenue or EBITDA growth .
- Insider selling pressure: With no options/RSUs and no vesting schedules, near-term insider selling pressure linked to award vesting is minimal for Mr. Nace .
- Ownership alignment: Mr. Nace held no NL shares and only de minimis holdings in Kronos and CompX as of the 2022 record date, and NL lacks management ownership guidelines—suggesting weak direct equity alignment to NL shareholders .
- Retention risk: Long tenure (legal roles since 2003; NL EVP since 2017) and embedded roles across the corporate group (including Contran directorship) indicate low near-term retention risk, though employment is centralized at Contran rather than NL .
- Governance signals: High Say-on-Pay support (87.9% in 2024) and the controlled-company structure point to continuity of current compensation practices; investors should weigh the strong company TSR in 2024 against the structural lack of executive equity incentives when assessing alignment and potential catalysts .