Erica A. Austin
About Erica A. Austin
Erica A. Austin is Vice President, Employee Benefits at NL Industries, serving in that role since 2023; she also currently serves as Vice President, Human Resources of Contran and has worked in human resources across Contran-related companies since 2017 . She is 34 years old per NL’s latest proxy . Education details are not disclosed in NL’s filings. NL’s performance during her tenure is summarized below; NL is a controlled company with Valhi owning ~82.7% of common stock, materially influencing governance and compensation practices .
NL Performance Metrics (FY 2022–FY 2024)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD Millions) | $166.562 | $161.287 | $145.941 |
| EBITDA ($USD Millions) | $32.479* | $32.440* | $22.504* |
| Net Income ($USD Millions) | $33.844 | -$2.308 | $67.228 |
Values retrieved from S&P Global for metrics marked with *.
Total Shareholder Return (Indexed, Value of $100 Investment at Year-End)
| Year | NL TSR ($) |
|---|---|
| 2022 | 204 |
| 2023 | 177 |
| 2024 | 271 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NL Industries | Vice President, Employee Benefits | 2023–present | Oversees employee benefits for NL; executive officer per proxy |
| Contran-related companies | Human Resources roles | 2017–2023 | HR leadership experience across affiliated companies |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Contran | Vice President, Human Resources | Current (as of proxy) | HR leadership at NL’s controlling parent organization |
Fixed Compensation
- Employment structure: Executives (including Austin) are employed by Contran; NL reimburses Contran via Intercorporate Services Agreements (ISAs). The ISA allocates Contran’s employment cost to NL based on estimated time devoted, including base salary, an estimated bonus (approximated by prior-year actual), payroll taxes and standardized overhead (benefits, insurance, office costs) .
- Governance: NL’s management development and compensation committee reviews and recommends approval of the aggregate ISA fee annually; independent directors approve the charge. ISA charges are not dependent on NL’s financial performance .
- Tax: Contran absorbs any Section 162(m) disallowance in excess of $1.0 million compensation for covered individuals; NL exceeded this limit for certain individuals in 2022–2024 and may in 2025 .
- Equity: NL does not grant equity compensation to executive officers; no grants anticipated for 2025 (other than annual stock grants to non-employee directors) .
Performance Compensation
- No NL-specific performance-based incentive plans are disclosed for executive officers. NL reports no grants of plan-based awards to named executive officers and no outstanding equity incentive awards or options at year-end 2024 .
- Executive bonus mechanics (if any) are embedded in Contran’s cost allocation under the ISA and are not tied to NL’s performance metrics .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Controlling shareholder | Valhi directly holds 40,387,531 NL shares (82.7% of outstanding) . |
| Directors & executive officers (group) | 148,300 NL shares; less than 1% of class . |
| Austin individual ownership | Not separately disclosed in NL’s security ownership tables; executive officers and directors generally disclaim beneficial ownership except to pecuniary interest . |
| Hedging policy | NL has not adopted employee/officer/director hedging policies; transactions must comply with NL’s insider trading policy (Exhibit 19.1 to 2024 Form 10-K) . |
| Pledging | No pledging restrictions disclosed for executives; not addressed in proxy . |
| Ownership guidelines | NL has stock ownership guidelines for non-employee directors (≥3× base annual cash retainer); NL does not have security ownership requirements for management . |
Employment Terms
- Executive status: NL’s executive officers serve at the pleasure of the board of directors .
- Contract terms: No individual NL employment agreements, severance, or change-of-control provisions are disclosed for NL executives due to the ISA model; compensation is delivered via Contran employment and allocated to NL .
- Non-compete / non-solicit: Not disclosed.
- Post-termination or consulting arrangements: Not disclosed.
Investment Implications
- Pay-for-performance linkage appears structurally limited: ISA-based charges (including salary and estimated bonus) are independent of NL’s performance, and NL does not grant equity to executives, reducing variable and alignment-linked pay . This may dampen direct incentives tied to TSR, revenue or EBITDA outcomes, though Contran’s broader group oversight may emphasize multi-entity stewardship.
- Insider selling pressure is minimal from scheduled vesting: No outstanding options or equity awards for named executive officers at 2024 year-end; NL does not grant equity to executives, mitigating forced selling from vesting events .
- Alignment considerations: With Valhi controlling ~82.7% of NL, governance and compensation practices reflect controlled-company dynamics; director independence is maintained, but NL elected not to satisfy all NYSE compensation committee charter requirements . Management stock ownership guidelines are absent, reducing formal alignment requirements for executives .
- Governance signals: Say-on-Pay received 87.9% approval at the 2024 annual meeting, indicating shareholder acceptance of the compensation framework despite limited performance linkage .
- Data gaps: Austin’s individual compensation amounts (base, bonus, equity), severance and change-of-control terms, and personal share ownership/pledging are not disclosed in NL’s proxy; monitoring future proxies and any 8-K Item 5.02 events is warranted.
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