Kristin B. McCoy
About Kristin B. McCoy
Kristin B. McCoy, age 52, serves as Executive Vice President, Tax at NL Industries and across related companies; she has held tax accounting roles with NL/Contran-affiliated companies since 2003 and was named NL’s EVP, Tax in 2023 . She concurrently serves as EVP, Global Tax at Kronos Worldwide and EVP, Tax at Valhi, CompX, and Contran, reflecting a centralized, shared-services structure under intercorporate services agreements (ISAs) . NL’s executive compensation is not tied to NL performance and executives receive no equity-based awards, which affects pay-for-performance linkage; NL also discloses it did not use specific financial performance measures to link executive pay in 2024 . NL’s recent performance context: total shareholder return from a December 2019 base and net income are shown below.
NL Performance (Context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| NL TSR – Value of $100 investment | 128 | 205 | 204 | 177 | 271 |
| Peer Group TSR – S&P 500 Industrial Conglomerates | 110 | 116 | 106 | 132 | 182 |
| Net Income (Loss), $000s | 16,103 | 53,360 | 36,456 | 582 | 69,261 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NL Industries and Contran-related companies | Various tax accounting roles | 2003–2023 | Centralized tax accounting across affiliated companies under shared services |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kronos Worldwide, Inc. | EVP, Global Tax | 2023–present | Oversees global tax; alignment with NL via ISAs |
| Valhi, Inc. | EVP, Tax | 2023–present | Parent-level tax leadership within controlled group |
| CompX International Inc. | EVP, Tax | 2023–present | Tax leadership across manufacturing affiliate |
| Contran Corporation | EVP, Tax | 2023–present | Employer of record; centralized tax function |
Fixed Compensation
NL executives are employees of Contran and their “salary” reflects ISA charges allocated based on estimated time devoted across NL, Kronos, and CompX; compensation is not dependent on NL performance .
| Year | ISA Charge Component | Amount (USD) |
|---|---|---|
| 2023 | NL | $59,000 |
| 2023 | Kronos Worldwide | $595,000 |
| 2023 | CompX | $8,000 |
| 2023 | Total “Salary” (ISA charges) | $662,000 |
Additional compensation practices:
- No plan-based awards granted in 2023–2024 .
- No outstanding equity awards; no options exercised or stock vested in 2023–2024 .
- No defined benefit pension; no nonqualified deferred compensation .
Performance Compensation
NL did not use specific financial performance measures to link executive compensation in 2024; compensation amounts charged under ISAs are not dependent upon NL performance .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Performance-based awards (NL executives) | N/A | N/A | N/A | N/A | N/A (no equity or formulaic bonus) |
Notes:
- Certain key employees at CompX/Kronos may have discretionary or capped performance bonuses, but senior officers responsible for setting targets (i.e., top executives) are not eligible for those plan bonuses; NL executives receive no equity awards .
Equity Ownership & Alignment
| Security | Beneficial Ownership | As-of | Notes |
|---|---|---|---|
| NL Industries Common Stock | 0 shares | 2024 record date | Listed as “‑0‑” in NL beneficial ownership table |
| Kronos Worldwide Common Stock | 0 shares | 2024 record date | “‑0‑” in Kronos table |
| Valhi Common Stock | 0 shares | 2024 record date | “‑0‑” in Valhi table |
| CompX Class A Common Stock | 0 shares | 2024 record date | “‑0‑” in CompX table |
Alignment policies and practices:
- No equity-based compensation for NL executives; no stock options, RSUs, or PSUs .
- No stock ownership requirements or guidelines for management (executives) .
- Hedging policies: NL has not adopted employee/officer/director hedging policies, but insiders must comply with NL’s insider trading policy .
Implications:
- Skin-in-the-game is limited given zero beneficial ownership and no equity awards .
- Insider selling pressure appears minimal due to lack of equity holdings and awards .
Employment Terms
- Employer of record: Contran; services to NL provided under ISAs approved by independent directors, renewed quarterly; fees allocated based on estimated time and Contran employment cost .
- ISA renewal/termination: ISAs generally renew quarterly and may be terminated by either party with written notice 30 days prior to the start of the next quarter .
- Severance/change-in-control: Not disclosed for NL executives in proxy statements .
- Clawbacks/tax gross-ups: Not disclosed for NL executives; Contran absorbs Section 162(m) disallowance impacts for charges exceeding $1 million .
- Non-compete/non-solicit/garden leave: Not disclosed .
- Insider trading: NL has an insider trading policy filed with its 10-K; employees and officers must comply .
Compensation Structure Analysis
- Increase in guaranteed vs at-risk pay: Executive compensation is wholly ISA-based and not performance-linked; NL discloses no performance metric linkage and no equity grants .
- Equity mix: NL has forgone equity awards for executives; only annual stock grants are made to eligible non-employee directors .
- Discretionary bonuses: NL executives receive no formulaic performance bonuses at NL; certain employees of affiliates may receive discretionary/capped bonuses, excluding senior officers who set targets .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval (%) |
|---|---|
| 2023 | 86.6% |
| 2024 | 87.9% |
- NL considered the favorable votes and determined not to make material changes to compensation practices .
Investment Implications
- Pay-for-performance risk: Compensation for NL executives (including McCoy) is not tied to NL operating or stock performance and lacks equity-based incentives, weakening alignment with minority shareholder outcomes .
- Ownership alignment: McCoy holds no NL/Kronos/Valhi/CompX shares; absence of management ownership guidelines further limits skin-in-the-game, though it also reduces insider selling pressure or pledging risks .
- Retention/contract visibility: As a Contran employee serving multiple affiliates, retention is structurally supported by the shared-services model; however, NL-specific severance and change-in-control economics are not disclosed, constraining analysis of retention risk in stress scenarios .
- Governance considerations: Controlled company status under Valhi, centralized ISAs, no hedging policy adoption, and non-use of performance metrics for pay warrant monitoring for minority shareholder alignment, even as Say-on-Pay support remains high .