Courtney J. Riley
About Courtney J. Riley
Courtney J. Riley, age 59, is President (since 2017) and Chief Executive Officer (since June 2021) of NL Industries and has served on NL’s board since 2022; she previously served as EVP, Environmental Affairs (2017), General Counsel (2016–2017), and VP, Environmental Affairs (2012–2017) . She also holds group roles as Executive Vice President of Valhi, Executive Vice President and Chief Transformation Officer of Kronos Worldwide, and Senior Vice President of Contran, reflecting deep experience across the Simmons-controlled corporate family . Under her CEO tenure, NL’s total shareholder return (TSR) outperformed the S&P 500 Industrial Conglomerates index each year 2021–2024 (Value of $100 investment: NL 205→271 vs peer 116→182), while net income improved to $69.3 million in 2024 from $0.6 million in 2023 . NL is a controlled company with a non-executive chair and CEO/Director split roles, which the board asserts is appropriate given control dynamics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NL Industries | Chief Executive Officer | 2021–present | Senior executive leadership; corporate governance and financial oversight experience cited by the board . |
| NL Industries | President | 2017–present | Senior executive leadership; continuity through transformation of roles since 2017 . |
| NL Industries | EVP, Environmental Affairs | 2017 | Leadership of environmental affairs during executive transition . |
| NL Industries | General Counsel | 2016–2017 | Legal leadership within the company . |
| NL Industries | VP, Environmental Affairs | 2012–2017 | Environmental affairs leadership; policy and compliance foundations . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Valhi, Inc. | Executive Vice President | Current |
| Kronos Worldwide, Inc. | Executive Vice President, Chief Transformation Officer | Current |
| Contran Corporation | Senior Vice President | Current |
Board Governance (service, committees, dual-role implications)
- Service history: Director of NL since 2022; currently serves as CEO and Director (not independent) .
- Committee roles: Not listed among members of the Audit Committee (Moore Jr., Harper, Kramer, Mendes) or the Management Development and Compensation Committee (Moore Jr., Harper, Mendes) .
- Leadership structure: Non-executive Chair (Loretta J. Feehan) and separate CEO; board views structure as appropriate for a controlled company under NYSE guidelines; independent and non-management director sessions held without management .
- Director compensation and ownership guidelines: Non-employee directors receive annual $20,000 stock grants (e.g., 2,850 shares on 5/16/2024 at $6.99) and have 3x cash retainer stock ownership guidelines; executives (including Riley) receive no director fees or equity for board service; management has no ownership guidelines .
Fixed Compensation
- NL does not pay traditional salary/bonus directly; executives are employed by Contran and NL pays an annual Intercorporate Services Agreement (ISA) fee covering base pay, estimated bonus, payroll taxes, and overhead; amounts appear in the “Salary” column of the Summary Compensation Table .
- No equity awards, grants, or option exercises; no pension or nonqualified deferred compensation .
| Courtney J. Riley – Summary Compensation (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (ISA charge allocation) | $1,077,000 | $1,399,000 | $1,433,000 |
| Stock Awards | $0 | $0 | $0 |
| Total | $1,077,000 | $1,399,000 | $1,433,000 |
| CEO Pay Ratio | — | — | 20:1 |
| Riley – ISA Fee Breakdown by Company (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| NL | $360,000 | $614,000 | $623,000 |
| Kronos Worldwide | $661,000 | $752,000 | $777,000 |
| CompX | $56,000 | $33,000 | $33,000 |
| Total | $1,077,000 | $1,399,000 | $1,433,000 |
Performance Compensation
- No plan-based awards to NL NEOs in 2024; no outstanding equity awards; no option exercises; NL historically forgoes executive equity compensation and did not anticipate equity-based grants in 2025 (other than director grants to non-employee directors) .
- ISA includes an estimate of Contran bonuses based on prior-year actuals, but NL does not disclose specific performance metrics, targets, or payouts for Riley; the management development and compensation committee reviews and recommends the aggregate ISA charge, not individual executive plans .
Equity Ownership & Alignment
| Ownership and Alignment | Status |
|---|---|
| NL beneficial ownership (Riley) | 0 shares; <1% |
| Kronos Worldwide / Valhi ownership (Riley) | 0 shares / 0 shares |
| CompX ownership (Riley) | 0 shares |
| Vested/unvested equity | None outstanding |
| Options (exercisable/unexercisable) | None outstanding; no exercises in 2024 |
| Pledged shares | Not disclosed for Riley; company does not state a pledging prohibition for employees |
| Hedging policy | No separate hedging policy adopted; insider trading policy applies to hedging transactions |
| Management ownership guidelines | None for management; director guideline applies only to non-employee directors |
Employment Terms
- Employment/compensation delivery via Intercorporate Services Agreement (ISA) with Contran; ISA renews quarterly and can be terminated by either party with 30 days’ advance notice before the start of the next quarter, implying limited contractual severance/change-in-control provisions at NL-level for Contran-employed executives .
- For U.S. tax code Section 162(m) disallowances (over $1.0 million), Contran agreed to absorb the impact; NL exceeded the $1.0 million limit for certain individuals in 2022–2024 and may in 2025 .
- Executives receive no compensation from NL for board service and no equity-based compensation from NL; no pension or nonqualified deferred compensation obligations from NL to NEOs .
- No disclosures of individual employment agreements, severance multiples, change-of-control triggers, non-compete/non-solicit, garden leave, or clawback terms for Riley at NL .
Performance & Track Record
| Year | PEO (Riley) Compensation Actually Paid (USD) | NL TSR – Value of $100 | Peer TSR – Value of $100 | Net Income (Loss) ($000s) |
|---|---|---|---|---|
| 2021 | $945,000 | 205 | 116 | $53,360 |
| 2022 | $1,077,000 | 204 | 106 | $36,456 |
| 2023 | $1,399,000 | 177 | 132 | $582 |
| 2024 | $1,433,000 | 271 | 182 | $69,261 |
Notes: PEO compensation actually paid equals Summary Compensation Table totals for the reported years; TSR uses reinvested dividends; peer group is S&P 500 Industrial Conglomerates Index .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 87.9% of eligible shares voted “FOR,” indicating broad support for the ISA-based compensation approach .
Investment Implications
- Alignment and selling pressure: Riley holds no NL equity, has no outstanding awards, and NL grants no executive equity; this removes routine vesting-related selling pressure but weakens direct “skin‑in‑the‑game” alignment; there are also no management ownership guidelines and no separate hedging ban beyond the insider trading policy, which are governance watch‑outs .
- Pay-for-performance framework: Compensation is delivered via Contran’s ISA (including estimated bonus), and NL does not disclose individual performance metrics or targets; the compensation committee evaluates the aggregate ISA reasonableness rather than company-specific incentive plans, limiting transparency into incentive alignment at NL .
- Governance structure: NL is a controlled company with a non-executive chair and a CEO/Director; committees are independent, but control and extensive related‑party arrangements require ongoing monitoring for conflicts; executives receive no director fees or equity for board service, partially mitigating dual-role concerns .
- Execution and outcomes: Despite limited disclosure of incentive metrics, TSR has outperformed the peer index in 2021–2024 and profitability rebounded sharply in 2024, suggesting improving fundamentals during Riley’s tenure; however, performance volatility (2023 net income) underscores execution risk in cyclical end-markets .