John R. Powers, III
About John R. Powers, III
John R. Powers, III (age 52) is Senior Vice President (since 2022) and General Counsel (since 2017) of NL Industries; he is employed by Contran Corporation and provides services to NL and affiliates under intercorporate services agreements (ISAs). He has served in legal positions with companies related to NL and Contran since 2011, and executive officers serve at the pleasure of NL’s board . As context for alignment and performance, NL’s 2024 total shareholder return (value of a $100 investment from 2019 year-end) was 271 vs. 182 for the S&P 500 Industrial Conglomerates peer index, and NL’s 2024 net income was $69.3 million; 2023 net income was $0.6 million, reflecting volatility in recent years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NL Industries | Vice President | 2017–2022 | Corporate legal leadership supporting NL operations |
| NL Industries | General Counsel | 2017–present | Oversight of legal affairs and governance for NL |
| NL Industries | Senior Vice President | 2022–present | Broader executive oversight; continues as General Counsel |
| Contran-related companies | Legal positions | 2011–present | Provided legal services across affiliated entities (group-wide integration) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various companies related to NL and Contran | Legal positions | 2011–present | Legal support across the Contran-affiliated group |
Fixed Compensation
NL discloses executive “salary” for named executive officers as the portion of ISA fees allocated to NL and affiliates for each executive’s services; it is not tied to NL’s financial performance .
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total “Salary” (ISA charges attributed to Powers across NL, Kronos Worldwide, CompX) | $635,000 | $671,000 | $696,000 |
| Stock Awards | $0 | $0 | $0 |
ISA breakdown by recipient entity (components of the above “Salary”):
| Recipient Entity | 2022 | 2023 | 2024 |
|---|---|---|---|
| NL Industries | $433,000 | $458,000 | $475,000 |
| Kronos Worldwide | $165,000 | $174,000 | $181,000 |
| CompX International | $37,000 | $39,000 | $40,000 |
Key pay design features:
- No plan-based awards in 2024; no options outstanding; no stock vesting reported for named executive officers .
- NL anticipates no executive equity grants (other than annual director stock grants for eligible non-employee directors) and has no stock ownership requirements for management .
- NL did not use specific financial performance measures to link executive compensation in 2024; pay-versus-performance is disclosed but not used for pay decisions .
Performance Compensation
No performance-linked incentive framework was disclosed for named executive officers in 2024 (no metric targets, weightings, or payout curves; compensation reflected ISA allocations and not NL performance) .
Equity Ownership & Alignment
| Holding | Shares Owned | Percent of Class | Notes |
|---|---|---|---|
| NL Industries Common Stock | 0 | 0% | No outstanding options or equity awards; none exercised/vested in 2024 |
| Kronos Worldwide Common Stock | 0 | — | Not a reported beneficial owner |
| Valhi Common Stock | 0 | — | Not a reported beneficial owner |
| CompX Class A Common Stock | 0 | — | Not a reported beneficial owner |
Alignment policies and practices:
- No executive stock ownership guidelines; only non-employee directors have guidelines (≥3× base annual director retainer) .
- NL has not adopted any employee/officer/director hedging policy specific to NL equity; transactions are governed by NL’s insider trading policy .
- No disclosure of pledging by Powers; beneficial ownership shows no NL shares .
Employment Terms
| Term | Disclosure | Source |
|---|---|---|
| Employment relationship | Employed by Contran; provides services to NL (and affiliates) via ISAs | |
| ISA structure | Fees reflect Contran’s employment costs allocated by estimated time devoted; includes base salary, prior-year bonus estimate, payroll taxes, and overhead | |
| ISA renewal/termination | ISAs renew quarterly; terminable with 30 days written notice before next quarter | |
| At-will service | Executive officers serve at the pleasure of NL’s board | |
| Performance linkage | ISA charges not dependent on NL’s financial performance | |
| Severance/change-of-control | Not disclosed for Powers | — |
| Non-compete/non-solicit/garden leave | Not disclosed | — |
| Clawbacks/tax gross-ups | No clawback policy disclosed; Contran agreed to absorb any 162(m) disallowance |
Governance and Say‑on‑Pay Context
| Item | 2023 | 2024 |
|---|---|---|
| Say‑on‑Pay approval (nonbinding) | 86.6% | 87.9% |
| Controlling shareholder | Valhi directly held ~82.7% of NL; indicated intent to vote FOR Say‑on‑Pay |
NL Performance Reference
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of $100 Investment (NL TSR) | 128 | 205 | 204 | 177 | 271 |
| Value of $100 Investment (Peer TSR: S&P 500 Industrial Conglomerates) | 110 | 116 | 106 | 132 | 182 |
| Net Income ($000s) | 16,103 | 53,360 | 36,456 | 582 | 69,261 |
Investment Implications
- Compensation alignment: Powers’ compensation is predominantly fixed via ISA allocations and is not tied to NL KPIs; NL disclosed no performance metrics for executive pay in 2024, raising alignment risks in a controlled-company context .
- Insider selling pressure: Low—no NL share ownership, options, RSUs/PSUs, or vesting schedules; therefore, limited near-term selling overhang from executive equity .
- Retention/contract risk: Executives serve at the board’s pleasure, with services provided under ISAs that renew quarterly and can be terminated on 30 days’ notice; absence of disclosed severance or change‑of‑control protections introduces uncertainty around retention economics but also limits parachute risk .
- Governance watch‑outs: No executive ownership guidelines, no disclosed clawback policy, and compensation not performance‑linked; while Say‑on‑Pay passes (and Valhi’s stake virtually ensures passage), these features may signal limited pay‑for‑performance rigor .