Darci B. Scott
About Darci B. Scott
Darci B. Scott is Vice President, Tax at NL Industries and has served in this role since 2020; she also currently serves as Vice President, Tax of Valhi and CompX, having held various tax accounting positions across Contran-related companies since 2006 . She is 50 years old per NL’s 2025 proxy . NL is a controlled company (Valhi owns ~82.7% of NL), and executive compensation is provided via an intercorporate services agreement (ISA) with Contran and is not linked to NL’s performance, with no equity-based compensation granted to executives . NL’s recent performance context: revenue declined from $166.6M in FY2022 to $145.9M in FY2024, and EBITDA moved from ~$32.5M in FY2022 to ~$22.5M in FY2024*; total shareholder return (value of initial $100) increased from 128 (2020) to 271 (2024) while the peer index moved from 110 (2020) to 182 (2024) [GetFinancials]* .
*Values retrieved from S&P Global.
NL performance snapshot (for compensation/performance context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $166,562,000 [GetFinancials] | $161,287,000 [GetFinancials] | $145,941,000 [GetFinancials] |
| EBITDA ($USD) | $32,479,000* | $32,440,000* | $22,504,000* |
| Note | *Values retrieved from S&P Global |
| TSR Value of Initial $100 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| NL | 128 | 205 | 204 | 177 | 271 |
| Peer Group (S&P 500 Industrial Conglomerates) | 110 | 116 | 106 | 132 | 182 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NL Industries | Vice President, Tax | Since 2020 | Tax leadership; co-advised the audit committee on tax sharing agreement fairness and compliance alongside the CFO |
| Contran-related companies | Various tax accounting roles | Since 2006 | Group tax operations across related entities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Valhi, Inc. | Vice President, Tax | Current (as of proxy) | Parent-company tax leadership within consolidated tax group |
| CompX International | Vice President, Tax | Current (as of proxy) | Subsidiary-level tax leadership aligned with NL/Contran structure |
Fixed Compensation
- Structure: Executives (including Darci Scott) are Contran employees providing services to NL under an ISA; NL pays a fixed quarterly fee to Contran based on estimated time allocations and Contran’s employment costs (salary, estimated bonus, taxes/benefits overhead) for personnel .
- Key characteristics:
- Charges are approved annually by NL’s independent directors (upon recommendation of the Compensation Committee and CFO concurrence) .
- ISA charges are not dependent on NL’s financial performance .
- Contran absorbs tax deductibility disallowance impacts above Section 162(m) limits .
- Disclosure: NL reports ISA charge allocations for named executive officers (NEOs), but Darci B. Scott is not an NEO; therefore, individual ISA charge amounts for Ms. Scott are not disclosed .
Performance Compensation
- NL did not use specific financial performance measures to link executive compensation to company performance for 2024 and 2023 .
- No plan-based awards were granted, and no options or stock vested for named executive officers in 2024/2023; NL does not grant equity compensation to executives (equity is only granted annually to eligible non-employee directors) .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| None disclosed for executives (NL did not use performance metrics to determine executive pay) | N/A | N/A | N/A | N/A | N/A |
Equity Ownership & Alignment
- Individual beneficial ownership for Darci B. Scott is not disclosed; NL provides a group total for current directors and executive officers (17 persons): 148,300 shares, less than 1% of NL common stock (not attributable to individuals) .
- Executives have no equity-based compensation and held no outstanding options or equity incentive awards at year-end 2024/2023; no stock vested during 2024/2023 .
- Stock ownership guidelines exist for non-employee directors, not for management .
- Hedging policy: NL has not adopted specific hedging policies for employees/officers/directors, though all must follow the insider trading policy; pledging is not discussed .
Employment Terms
- Employment arrangement: Services provided under Contran’s ISA renew quarterly and can be terminated by either party with 30 days’ notice before the next quarter; fees reflect Contran’s employment costs allocated by estimated time devoted to NL .
- Severance/change-of-control: No executive-specific severance or change-of-control provisions are disclosed; compensation is via the ISA framework rather than individual employment contracts with NL .
- Governance: NL is a controlled company under NYSE rules (Valhi owns ~82.7%), and maintains a majority-independent board but does not have independent nominations/governance committee charters; compensation oversight and ISA approvals are performed by independent directors .
Investment Implications
- Alignment and selling pressure: Absence of executive equity grants, options, RSUs/PSUs and vesting schedules materially reduces insider selling pressure and standard equity-alignment levers for executives, including Darci Scott .
- Pay-for-performance linkage: Executive compensation is not tied to NL’s operational KPIs (e.g., revenue, EBITDA, TSR), which limits direct incentive alignment with shareholder outcomes; monitoring ISA fee changes can indicate shifts in executive time allocation or cost structure .
- Retention risk: As a Contran employee under a shared-services ISA, retention is influenced by Contran’s broader group dynamics rather than NL-only contracts; quarterly renewal/termination mechanics introduce structural flexibility rather than long-term guarantees .
- Governance context: With Valhi’s 82.7% ownership and consistent Say-on-Pay approvals (87.9% in 2024; 86.6% in 2023), shareholder pressure on pay structures is limited; investors should track any future changes to the ISA model or board committee practices for signals of shifting governance or alignment .