John A. Sunny
About John A. Sunny
John A. Sunny is Executive Vice President and Chief Information Officer of NL Industries, Inc., appointed in May 2024; age 62 . He concurrently serves as EVP & CIO of Valhi and Kronos Worldwide, EVP of CompX, and SVP & CIO of Contran, with IT leadership across the Simmons-controlled group since 2003 . NL’s pay-versus-performance disclosures show company TSR value rising to 271 in 2024 from 177 in 2023 and net income of $69.3 million in 2024, providing context for company performance during the first year of his tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Various companies related to NL and Contran | Information technology positions (including officer roles) | 2003–2024 | Group-wide IT leadership and shared services across Contran-related public subsidiaries |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Valhi, Inc. | Executive Vice President & Chief Information Officer | 2024–present | Aligns IT strategy across parent, supports controlled-company governance |
| Kronos Worldwide, Inc. | Executive Vice President & Chief Information Officer | 2024–present | CIO for global TiO2 operations; shared infrastructure and controls |
| CompX International Inc. | Executive Vice President | 2024–present | IT and operating linkage with manufacturing subsidiary |
| Contran Corporation | Senior Vice President & Chief Information Officer | 2024–present | Enterprise IT leadership at the controlling entity |
Fixed Compensation
NL uses intercorporate services agreements (ISAs) under which Contran employees provide executive services; NL pays a fixed annual ISA fee not tied to NL performance. Sunny’s compensation is reflected as ISA charges allocated across NL and its affiliates.
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary/ISA charges allocated to Sunny ($) | — | — | $1,078,000 |
| ISA allocation – NL ($) | — | — | $56,000 |
| ISA allocation – Kronos Worldwide ($) | — | — | $954,000 |
| ISA allocation – CompX ($) | — | — | $68,000 |
| Equity grants (RSU/PSU/Options) | — | — | None granted |
| Option awards outstanding | — | — | None outstanding |
| Pension/Deferred compensation | — | — | None |
Notes:
- NL clarifies executive compensation under ISAs is based on Contran’s cost of employing personnel (salary, estimated bonus, payroll taxes/benefits and overhead) allocated by expected time devoted, and “is not dependent upon our financial performance” .
Performance Compensation
NL does not use performance-based equity or plan-based awards for named executive officers; senior officers are Contran employees and ISA charges are not formulaically linked to NL targets.
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Performance plan awards (cash/equity) | N/A | N/A | N/A | N/A | N/A (no plan-based awards in 2024) |
| Notes | ISA charges are cost allocations and “not dependent upon our financial performance” |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| NL common stock beneficial ownership | 0 shares; <1% of class for Sunny |
| Shares outstanding reference | Ownership percentages based on 48,847,734 shares outstanding as of record date |
| Kronos Worldwide / Valhi / CompX holdings | 0 shares in each (Sunny) |
| Options – exercisable/unexercisable | None outstanding at 12/31/2024 |
| Vested vs unvested shares | No executive equity awards outstanding |
| Shares pledged as collateral | Not disclosed; with 0 share ownership, no pledging reported |
| Stock ownership guidelines (management) | NL does not have ownership requirements for management; only for non-employee directors (≥3x base annual cash retainer) |
| Hedging policy | No formal hedging policy adopted; hedging transactions must comply with NL’s insider trading policy |
| Section 16 compliance | Company reports executive Section 16(a) compliance for 2024 |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment basis | Executive services provided via Intercorporate Services Agreement (ISA) with Contran; NL pays fixed fee for services |
| ISA renewal and termination | ISAs renew quarterly; terminable by either party with written notice 30 days prior to next quarter start |
| Severance provisions | Not disclosed for individual executives; compensation reflected through ISAs |
| Change-of-control provisions | Not disclosed for individual executives; NL is a controlled company (Valhi ~82.7%) |
| Clawback provisions | Not disclosed in proxy for executive compensation |
| Tax gross-ups | Contran agrees to absorb any Section 162(m) disallowance impact above $1.0 million |
| Non-compete / Non-solicit / Garden leave | Not disclosed |
| Insider trading policy | Adopted; applies to directors, officers, employees; filed as Exhibit 19.1 to NL’s 2024 Form 10-K |
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay approval | Notes |
|---|---|---|
| 2023 | 86.6% | NL made no material changes to compensation practices following approval |
| 2024 | 87.9% | Continued support for ISA-based executive compensation approach |
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| TSR value of initial fixed $100 | 177 | 271 |
| Peer group TSR (S&P 500 Industrial Conglomerates) | 132 | 182 |
| Net Income ($ thousands) | 582 | 69,261 |
Pay-versus-performance tables indicate NL’s TSR outperformed the peer group in 2024 and net income improved markedly, contextualizing company performance during Sunny’s first year as CIO .
Investment Implications
- Compensation alignment: Executive pay is delivered via Contran ISA cost allocations and is explicitly not tied to NL performance; no equity or option incentives and no management ownership guidelines reduce direct pay-for-performance linkage and upside alignment for Sunny .
- Selling pressure: With zero NL share ownership and no outstanding equity awards, insider selling pressure is structurally minimal for Sunny; Section 16 compliance reported for 2024 .
- Retention risk: ISA-based quarterly renewals and absence of individual employment/severance/change-of-control terms reduce visibility into retention economics; reliance on Contran employment status is a key dependency risk .
- Governance/control: Valhi’s ~82.7% ownership classifies NL as a controlled company, concentrating governance and compensation oversight; committee independence exists but compensation determinations rely on ISA review rather than performance formulas .
- Execution/Value creation: Company-level TSR and net income improved in 2024; as CIO across the group, Sunny’s cross-entity IT leadership may support operational efficiency, but investors should note the lack of direct performance-tied incentives at NL .