Bart W. Reichert
About Bart W. Reichert
Bart W. Reichert, age 54, serves as Vice President, Internal Audit at NL Industries since 2021 and holds the same role at Valhi, CompX, and Kronos Worldwide, reflecting a shared-services structure across the controlled group. Prior to NL, he spent 1994–2021 at PwC, most recently as a Managing Director, providing deep audit and controls experience applicable to NL’s risk oversight . NL operates as a controlled company with Valhi owning ~82.7% of NL; NL’s recent shareholder-approved compensation approach is not linked to company performance, indicating limited pay-for-performance alignment for named executive officers (NEOs), though Reichert is not an NEO . Company performance context: NL’s total shareholder return (TSR) and net income are below.
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| NL TSR (Value of $100) | 128 | 205 | 204 | 177 | 271 |
| Net Income ($USD Thousands) | 16,103 | 53,360 | 36,456 | 582 | 69,261 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PwC | Managing Director (and earlier roles) | 1994–2021 | Senior leadership in public accounting and internal audit/assurance experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| Valhi, Inc. | Vice President, Internal Audit | 2021–present |
| Kronos Worldwide, Inc. | Vice President, Internal Audit | 2021–present |
| CompX International Inc. | Vice President, Internal Audit | 2021–present |
Fixed Compensation
- NL obtains executive services via Intercorporate Services Agreements (ISAs) with Contran; charges reflect allocated time and Contran employment cost elements (base salary, estimated bonus based on prior-year actuals, payroll taxes, benefits/overhead), not NL performance .
- NL states NEO compensation is not linked to specific financial performance measures (e.g., revenue, EBITDA, TSR) for 2024; NL does not grant equity-based compensation to executives and has no management stock ownership requirements (directors only) .
- As Reichert is not a named executive officer, his individual base salary, target bonus, and actual bonus at NL are not disclosed in the proxy .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| None used for NEO pay (2024) | N/A | N/A | N/A | N/A | N/A |
- NL discloses it “did not use any specific financial performance measures to link executive compensation of our named executive officers to company performance for 2024” .
- NL has not granted plan-based awards, options, or equity awards, and reported no vesting or option exercises for NEOs in 2024, limiting any vesting-driven selling pressure .
Equity Ownership & Alignment
- Beneficial ownership table lists directors and NEOs individually; Reichert is not individually listed and thus his NL shareholdings are not disclosed. Directors/execs as a group held 148,300 shares; Valhi directly held 40,387,531 shares (82.7% of NL), evidencing controlled company status .
- NL has stock ownership guidelines only for non-employee directors (annual stock grants and a 3x cash retainer holding requirement); NL has “no security ownership requirements or guidelines for our management” .
- Hedging policy: NL has “not adopted any policies or practices regarding hedging of our equity securities by our employees (including officers) or directors,” though all must comply with the insider trading policy (Exhibit 19.1 to the 2024 10-K) . Pledging restrictions for officers are not disclosed.
- No outstanding equity awards at 12/31/2024 and no options; thus no exercisable/unexercisable option balances or in-the-money value to report .
Employment Terms
| Item | Detail |
|---|---|
| Current Role at NL | Vice President, Internal Audit (since 2021) |
| Tenure | ~4 years in current role (as of the 2025 proxy) |
| Contract Term, Severance, Change-of-Control | Not disclosed for Reichert; NL executives’ services are often provided under ISAs with Contran; no individual employment agreements or severance/change-of-control terms are detailed for Reichert in the proxy . |
| Non-compete / Non-solicit | Not disclosed for Reichert in the proxy. |
Additional Governance and Compensation Context
- Controlled company status under NYSE: Valhi’s 82.7% stake allows NL to opt out of certain NYSE committee independence requirements (NL currently has a majority of independent directors, but no independent nominations/governance committee) .
- 2024 Say-on-Pay approval was 87.9% of eligible shares, and NL made no material changes to its compensation practices following the vote .
- Compensation risk assessment highlights lack of equity awards and discretionary bonuses at affiliates (CompX, Kronos) as mitigating excessive risk; NL officers may be employees of Contran under ISA arrangements, aligning incentives within the controlled group rather than NL-specific performance .
Investment Implications
- Alignment: Absence of performance-linked pay, equity grants, and management ownership guidelines reduces direct pay-for-performance alignment at NL; Reichert’s remit and experience are strong but incentives appear anchored to Contran employment cost allocations rather than NL KPIs .
- Selling pressure: With no equity awards or options, vesting-driven selling pressure and forced insider selling are minimal for NL executives; hedging is not expressly prohibited, which is a potential alignment red flag absent further insider-trading policy detail .
- Retention/COC risk: Individual severance/change-of-control terms for Reichert are not disclosed; the ISA model and controlled ownership may provide continuity but limit transparency into executive-specific protections and potential exit economics .