Bryan A. Hanley
About Bryan A. Hanley
Senior Vice President and Treasurer of NL Industries; age 44 as of the 2025 proxy. Hanley has served as Senior Vice President since 2022 and Treasurer since 2017, after being Vice President from 2017–2022; he is also Senior Vice President and Treasurer of Kronos Worldwide, Valhi and CompX, and Vice President and Treasurer of Contran . Prior roles include Pier 1 Imports, where he was Assistant Treasurer and Director, Investor Relations (2013–2017) and Assistant Treasurer (2010–2013) . NL’s pay framework for executives is delivered via Contran’s Intercorporate Services Agreements (ISAs) and is not dependent on NL performance; recent company performance shows revenues declining from FY2022–FY2024 (see table below) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NL Industries | Vice President | 2017–2022 | Treasury leadership and capital allocation across NL and related entities . |
| Pier 1 Imports | Assistant Treasurer and Director, Investor Relations | 2013–2017 | Led treasury operations and investor relations for a national retailer . |
| Pier 1 Imports | Assistant Treasurer | 2010–2013 | Supported liquidity management and financing activities . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kronos Worldwide | Senior Vice President and Treasurer | 2017–Present | Group treasury oversight across affiliates . |
| Valhi | Senior Vice President and Treasurer | 2017–Present | Holding-company capital structure and cash management . |
| CompX | Senior Vice President and Treasurer | 2017–Present | Treasury and intercompany funding . |
| Contran | Vice President and Treasurer | 2017–Present | Centralized treasury for the Simmons-related group . |
Fixed Compensation
- Employed by Contran; NL pays Contran a quarterly ISA fee (approved by independent directors) for executive services. Charges allocate Contran’s employment costs based on estimated time devoted to NL; components include annualized base salary and an estimated bonus (using prior-year bonus as proxy). ISA charges are not dependent on NL’s financial performance .
- NL executives are not eligible for director fees or equity-based compensation for board service at NL, CompX, or Kronos Worldwide; the company historically forgoes equity grants to management (equity is primarily for non-employee directors) .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company plan-based awards (NEOs) | N/A | N/A | N/A | None granted in 2024 | No outstanding equity awards at 12/31/2024 . |
| Company plan-based awards (NEOs) | N/A | N/A | N/A | None granted in 2022 | No outstanding equity awards at 12/31/2022 . |
Notes:
- NL states it does not currently award options and does not maintain timing policies for option grants (because no options are awarded) .
- ISA charges include an estimated bonus set by Contran’s process and are not tied to NL performance outcomes .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial ownership (Hanley) | Not disclosed in NL’s Security Ownership tables for executives; management disclaims ownership except to extent of pecuniary interest . |
| Options/equity awards (NEOs) | None outstanding at year-end 2024 and 2022; no options exercised or stock vested in 2024 . |
| Management ownership guidelines | None; NL has stock ownership guidelines only for non-employee directors . |
| Hedging policy | No formal employee/director hedging policy adopted; insider trading policy applies to hedging as it does to all transactions . |
| Pledging | Not disclosed. |
Employment Terms
| Term | Detail |
|---|---|
| Employment relationship | Hanley is employed by Contran; services provided to NL via ISA . |
| ISA renewal/termination | ISAs renew quarterly; terminable by either party with 30 days’ prior written notice before the next quarter . |
| Compensation components under ISA | Base salary plus estimated bonus (proxy: prior-year actual), overhead and employment-related costs; costs allocated based on estimated time devoted to each affiliate . |
| Pension | NL reports no defined benefit pension plans for NEOs . |
| Nonqualified deferred compensation | None owed to NEOs . |
| Severance / Change-in-control | No individual agreements or severance/CIC terms for Hanley disclosed in NL filings reviewed. |
| Clawback | Not disclosed. |
Company Performance Context (FY)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $166,562,000 | $161,287,000 | $145,941,000 |
| EBITDA (USD) | $32,479,000* | $32,440,000* | $22,504,000* |
| *Values retrieved from S&P Global. |
Related Party Transactions and Governance Context
- NL is controlled within the Simmons-related group; Valhi held ~82.7% of NL as of the 2023 record date, and Ms. Simmons (chair of Contran) and the Family Trust may be deemed to control Contran, Dixie Rice, Valhi, Kronos Worldwide, CompX, and NL; cross-ownership and roles can create conflicts managed under related party transaction procedures .
- NL’s say-on-pay approval was 85.1% (2022) and 86.6% (2023); NL made no material changes to compensation practices following favorable votes .
Investment Implications
- Compensation alignment: Executive pay to Contran via ISA is not contingent on NL performance, and management does not receive equity-based awards, reducing direct pay-for-performance linkage; this may dampen incentives tied to NL TSR, revenue, or EBITDA outcomes .
- Selling pressure and vesting: Absence of executive equity awards and options materially lowers forced vesting-related stock supply; no outstanding awards for NEOs at year-end 2024/2022 .
- Retention and transition risk: Quarterly-renewable ISAs provide operational flexibility but imply executives are not directly employed by NL; continuity has been stable given Hanley’s multi-entity treasury roles since 2017 .
- Governance/related-party exposure: The Simmons group’s control and multi-entity roles can create conflict vectors; robust RPT procedures mitigate but do not eliminate risk .
- Performance backdrop: NL revenues fell from $166.6m (FY2022) to $145.9m (FY2024), with EBITDA declining over the same period; absent performance-linked pay, investors should rely on governance oversight and broader group strategic alignment to drive value .