Kevin B. Kramer
About Kevin B. Kramer
Independent director of NL Industries since 2023; age 65. Senior advisor to the CEO of ATI Inc. since 2023; previously SVP, Chief Commercial & Marketing Officer at ATI (2014–2023), with prior operating leadership roles at Stoneridge (2012–2014), Alcoa (2004–2012), and Goodyear (1983–2004) . Designated independent under NYSE standards; serves on NL’s Audit Committee; attended 100% of board and committee meetings in 2024 . NL is a controlled company (Valhi owns ~82.7%), which shapes governance structure and committee design .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ATI Inc. | Senior Advisor to CEO | 2023–present | Senior advisory capacity to public specialty materials company |
| ATI Inc. | SVP, Chief Commercial & Marketing Officer | 2014–2023 | Led global commercial/marketing functions |
| Stoneridge, Inc. | President – Wiring Division; Vice President | 2012–2014 | Division leadership |
| Alcoa, Inc. | President – Growth Initiatives; President – Wheel & Transportation Products | 2004–2012 | P&L/business growth roles |
| Goodyear Tire & Rubber Co. | Various roles | 1983–2004 | Long-term operating experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Kronos Worldwide (NYSE: KRO) | Director | 2023–present | Audit Committee member |
| CompX International (NYSE American: CIX) | Director | 2022–2023 | Audit Committee member |
| Valhi (NYSE: VHI) | Director | 2022–2023 | Audit Committee member |
Board Governance
- Independence: Board determined Kevin B. Kramer is independent under NYSE rules .
- NL committees: Audit Committee member; current Audit Committee members are Cecil H. Moore, Jr. (Chair), John E. Harper, Kevin B. Kramer, Meredith W. Mendes; Audit met 7 times in 2024 .
- Attendance/engagement: Each incumbent director attended all Board and committee meetings in 2024 (100% attendance) .
- Years of service: Director since 2023 .
- Leadership and structure: NL is a controlled company; it does not maintain an independent nominations/governance committee, and the full Board handles those responsibilities; no Lead Independent Director (Audit Chair presides over independent/non-management sessions) .
- Say-on-Pay context: 2024 Say‑on‑Pay received 87.9% approval; Board made no material changes to practices as a result .
Fixed Compensation
| Component (NL 2024) | Amount | Notes |
|---|---|---|
| Cash fees (retainers + meeting fees) | $78,000 | Director cash earned for 2024 |
| Director annual cash retainer | $50,000 | Increased from $40,000 effective July 1, 2024 |
| Audit Committee member retainer | $25,000 | For non-“financial expert” audit members |
| Audit Committee “financial expert” add-on | $45,000 | Paid only to experts; Kramer is not designated as such |
| Meeting fees | $1,000/day | Applies to Board/committee meetings; included in cash total |
- Additional 2024 director cash fees from related public affiliate: Kronos Worldwide $79,000 .
Performance Compensation
| Equity Award (NL 2024) | Shares | Grant Date | Fair Value | Vesting |
|---|---|---|---|---|
| Annual stock grant | 2,850 | 2024-05-16 | $19,921 | Fully vested and tradable at grant (subject to securities law) |
- Program mechanics: Eligible directors receive an annual grant sized to $20,000 value (rounded to nearest 50 shares; cap 10,000 shares) on the shareholder meeting date; shares are fully vested at grant .
- Mix: For NL in 2024, cash $78,000 vs equity $19,921 (equity ~20% of total) calculated from disclosed amounts .
Other Directorships & Interlocks
| Company | 2024 Director Pay (Cash) | 2024 Director Pay (Stock) | Total | Notes |
|---|---|---|---|---|
| Kronos Worldwide | $79,000 | $19,685 | $98,685 | Separate board service at a related public affiliate |
- Network context: NL is controlled by Valhi; Kramer also serves at KRO (current) and previously served at CIX and VHI (both 2022–2023), indicating interlocks within the Contran/Valhi corporate group .
Expertise & Qualifications
- Deep commercial and operating leadership in industrial/materials across aerospace, defense, energy, medical, consumer electronics, and automotive supply chains from ATI, Alcoa, Goodyear .
- Financial literacy affirmed for independent directors; Kramer serves on audit committees at NL and KRO .
Equity Ownership
| Security | Shares Beneficially Owned | % of Class |
|---|---|---|
| NL Industries Common | 15,850 | <1% (*) |
| Kronos Worldwide Common | 21,460 | <1% (*) |
| Valhi Common | 1,900 | <1% (*) |
| CompX Class A Common | 6,790 | <1% (*) |
- Director stock ownership guidelines: Non‑employee directors must hold stock equal to at least 3x the base annual cash retainer; directors may not sell annual grant shares if such sale would put holdings below the guideline threshold .
- Hedging/pledging: NL has not adopted specific hedging policies for employees/directors beyond compliance with its insider trading policy .
Governance Assessment
-
Positives
- Independence and attendance: Classified as independent; 100% attendance; active Audit Committee member; Audit Committee includes three SEC-defined financial experts, enhancing oversight depth .
- Transparent director pay structure: Modest cash retainers and ~$20k fully‑vested annual equity grant; clear, published fee schedule and ownership guideline for directors .
- Active audit oversight of related‑party transactions (RPTs): Audit Committee reviews/ratifies ordinary-course RPTs under a formal policy; committee reports detail rationale and fairness assessments .
-
Concerns/Monitoring Items
- RED FLAG – Controlled company governance: Valhi holds ~82.7% of NL; NL avails itself of controlled-company exemptions, including no independent nominations/governance committee; full Board handles those matters .
- RED FLAG – Extensive intercompany relationships: Significant ISAs, tax sharing agreements, captive insurance (Tall Pines), cash‑management loans, and collateralized credit facilities across the Contran/Valhi group; while overseen/ratified, this concentration warrants ongoing minority‑shareholder vigilance .
- RED FLAG – No explicit anti‑hedging policy: NL has not adopted specific hedging restrictions for employees/directors beyond its insider trading policy .
- Interlocks: Kramer’s concurrent/past directorships at related public affiliates (KRO current; CIX/VHI recent past) may pose perceived conflicts despite NL’s independence determinations; mitigated by RPT Policy and audit oversight .
-
Implications for investors
- Kramer brings decades of commercial/industrial operating expertise and audit oversight experience that support board effectiveness, especially in risk, financial reporting, and manufacturing end‑markets .
- Governance risk in a controlled structure is systemic; continued focus on Audit Committee rigor, disclosure around RPTs, and adherence to director ownership guidelines is key for minority‑holder confidence .
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