Cecil H. Moore, Jr.
About Cecil H. Moore, Jr.
Cecil H. Moore, Jr., age 85, is an independent director of NL Industries who has served on the board since 2003; he is a licensed certified public accountant and retired KPMG LLP partner, having led the Dallas office as managing partner (1990–1999) and earlier served as partner-in-charge of its audit and accounting practice for 12 years . He currently chairs NL’s Audit Committee and its Management Development and Compensation Committee, is designated an “audit committee financial expert,” and was determined independent under NYSE standards . He has extensive governance, finance, accounting, and auditing credentials from large public accounting and multiple public-company board roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Managing Partner, Dallas office; previously Partner-in-Charge, Audit & Accounting | Managing Partner 1990–1999; Partner-in-Charge for 12 years prior | Led large audit practice; senior oversight of financial reporting and auditing |
| Perot Systems | Director; Chairman, Audit Committee | 2003–2009 | Chaired audit oversight at public IT services company |
| Digital Generation, Inc. | Director; Chairman, Audit Committee | 2011–2014 | Chaired audit for provider of digital tech services to media |
| Sizmek Inc. | Director; Chairman, Audit Committee | 2014–2016 | Chaired audit post spin-off; online advertising business |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Kronos Worldwide (NYSE: KRO) | Director; Chairman, Audit Committee; Member, Management Development & Compensation Committee | Director and audit chair since prior to 2020; MDC member since 2019 | Audit (Chair); MDC (Member) |
| CompX (NYSE: CIX) | Director; Chairman, Audit Committee | 2016–2019 | Audit (Chair) |
Board Governance
| Item | Detail |
|---|---|
| Committee assignments | Audit Committee (Chair); Management Development & Compensation Committee (Chair) |
| Audit Committee composition | Moore (Chair), Harper, Kramer, Mendes; each independent, financially literate; Moore, Harper, Mendes designated “audit committee financial experts”; 7 meetings in 2024 |
| Management Development & Compensation Committee (MDC) composition | Moore (Chair), Harper, Mendes; 1 meeting in 2024; members independent; may delegate certain authority; reviews director stock plan and ISA items |
| Independence status | Board determined Moore independent under NYSE standards (without additional categorical standards) |
| Attendance | Board held 4 meetings plus 2 written consents in 2024; each incumbent director attended all meetings and committees served—Moore had 100% attendance |
| Presiding independent director | Corporate governance guidelines provide Audit Committee chairman presides at independent directors’ sessions (Moore in role) |
| Controlled company context | NL is a “controlled company” (Valhi owns ~82.7%); NL does not maintain an independent nominating/governance committee and lacks a compensation committee charter (NYSE exemptions) |
| Audit Committee report | Oversight of 2024 audit; discussed GAAP fairness, significant policies, estimates, PCAOB matters; concluded PwC independence compatible with permitted non-audit services |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual director retainer | $50,000; increased from $40,000 effective July 1, 2024 |
| Chair of Board retainer | $50,000 (not applicable to Moore) |
| Audit Chair or Audit “Financial Expert” retainer | $45,000 (only one paid if same person holds both capacities) |
| Other Audit Committee member retainer | $25,000 |
| Other committee membership retainer | $5,000 |
| Meeting fees | $1,000 per day; hourly rate (not to exceed $1,000/day) for other services |
| Legacy death benefit | If first elected prior to 2022, designated beneficiary/estate receives death benefit equal to annual retainer then in effect (Moore qualifies by tenure) |
| Director | Fees Earned/Paid in Cash (2024) | Stock Awards (2024) | Total (2024) |
|---|---|---|---|
| Cecil H. Moore, Jr. | $103,000 | $19,921 (2,850 NL shares at $6.99 on 5/16/24) | $122,921 |
| External Board Services Compensation (2024) | Cash | Stock | Total |
|---|---|---|---|
| Kronos Worldwide Director Services – Moore | $104,000 | $19,685 (1,550 KRO shares at $12.70 on 5/15/24) | $123,685 |
Performance Compensation
| Instrument | Grant Date | Quantity | Grant-Date Value | Vesting | Notes |
|---|---|---|---|---|---|
| NL common stock (annual director grant) | 5/16/2024 | 2,850 shares | $19,921 at $6.99/Share | Fully vested and tradable on grant date (subject to securities law) | Annual grant sized at $20,000 based on closing price, rounded to nearest 50 shares, capped at 10,000 shares |
| Options/PSUs/RSUs (director) | N/A | 0 | $0 | N/A | NL grants only annual director stock; no options or performance-based director equity disclosed |
Director stock ownership guideline: non-employee directors may not sell annual grant shares unless, post-sale, they hold NL shares valued at least 3× the base annual cash retainer; i.e., 3×$50,000 guideline value threshold .
Other Directorships & Interlocks
| Company | Relationship to NL | Moore’s Role | Interlock/Conflict Note |
|---|---|---|---|
| Kronos Worldwide | Related entity under Contran/Valhi control | Director; Audit Chair; MDC Member | Compensation Committee Interlocks disclosure: no interlock relationships and no related party relationships requiring disclosure for MDC members in 2024 |
| CompX | Related entity | Director; Audit Chair (2016–2019) | Same as above—no interlocks requiring disclosure |
Expertise & Qualifications
- Licensed CPA; deep audit and financial reporting expertise; designated “audit committee financial expert” .
- Senior leadership in Big Four audit practice; managing partner experience in a major market .
- Extensive public-company audit chair experience across technology and industrials .
Equity Ownership
| Security | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| NL Common Stock | 41,050 | * (less than 1%) |
| Kronos Worldwide Common Stock | 27,974 | * (less than 1%) |
| Valhi Common Stock | 0 | 0% |
| CompX Class A Common Stock | 2,695 | * (less than 1%) |
Notes:
- Percent of class for NL based on 48,847,734 shares outstanding at record date; table indicates “*” less than 1% .
- Directors disclaim beneficial ownership except to extent of pecuniary interest; no pledging disclosed for Moore .
Governance Assessment
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Strengths
- Independent director with deep audit credentials; serves as “audit committee financial expert” and chairs both Audit and MDC committees—supports robust financial oversight .
- 100% attendance at board and committee meetings in 2024; Audit Committee met 7×, MDC 1×—high engagement .
- Clear director stock ownership guideline (≥3× retainer) and annual equity grant provide alignment, albeit modest in value .
- Section 16(a) reporting compliance for 2024; positive control environment signal .
-
Risk indicators and red flags
- Controlled company structure (Valhi ~82.7% ownership); NL elects not to have independent nominating/governance committee and lacks a compensation committee charter—potentially reduces minority shareholder influence over board composition/compensation .
- No formal anti-hedging policy adopted (insider trading policy applies to hedging, but company states it has not adopted hedging policies/practices)—potential alignment risk versus best practice bans on hedging/pledging .
- Legacy director death benefit (equal to annual retainer for directors first elected prior to 2022) adds fixed pay element with no performance linkage .
- Multiple affiliated-entity board roles (Kronos Worldwide; prior CompX) in a controlled group necessitate continued vigilance; however, NL discloses no related party relationships requiring disclosure and no compensation committee interlocks for MDC members in 2024 .
-
Shareholder sentiment signal
- 2024 say-on-pay support of 87.9% indicates generally favorable investor sentiment toward executive compensation framework under controlled company context .