Loretta J. Feehan
About Loretta J. Feehan
Loretta J. Feehan, age 69, is a certified public accountant and non‑executive Chair of the Board of NL Industries, CompX International, Kronos Worldwide, and Valhi since 2017, and has served as a director of each since 2014. She previously was a tax partner at Deloitte & Touche LLP and taught continuing education courses for tax practitioners nationwide from 2002–2016; she has advised controlling shareholder Lisa K. Simmons on financial matters since prior to 2020, bringing over 47 years of financial, tax accounting, and auditing experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Tax Partner | Prior to forming her own practice (years not specified) | Corporate tax expertise; large-firm audit/accounting background |
| Accountant’s Education Services | Continuing education instructor | 2002–2016 | Nationwide tax training; practitioner-focused content |
| Private practice | CPA; financial/tax consultant | Ongoing | Advisory breadth across finance and tax |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NL Industries | Chair of the Board (non‑executive), Director | Chair since 2017; Director since 2014 | Provides strategic leadership; not a committee member |
| CompX International | Chair of the Board (non‑executive), Director | Chair since 2017; Director since 2014 | Group oversight; related-company interlock |
| Kronos Worldwide | Chair of the Board (non‑executive), Director | Chair since 2017; Director since 2014 | Group oversight; related-company interlock |
| Valhi, Inc. | Chair of the Board (non‑executive), Director | Chair since 2017; Director since 2014 | Parent company leadership; controlled company context |
Board Governance
- Controlled company: Valhi directly holds approximately 82.7% of NL outstanding common shares, qualifying NL as a controlled company under NYSE standards .
- Independence: The board identifies independent directors as Harper, Kramer, Mendes, and Moore Jr.; Ms. Feehan is not classified as independent and is described as a representative of Contran while serving as non‑executive chair .
- Leadership structure: Separate Chair (Feehan) and CEO (Riley); no lead independent director, with the Audit Committee Chair presiding over independent/non‑management sessions .
- Committees: Audit Committee (Moore Jr., chair; Harper; Kramer; Mendes) and Management Development & Compensation Committee (Moore Jr., chair; Harper; Mendes); Ms. Feehan is not a member of either committee .
- Attendance and engagement: Board held four meetings and two written consents in 2024; each incumbent director attended all board and committee meetings for which they served .
- Independent director meetings: NL complied with NYSE requirements for independent and non‑management sessions in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| NL Director annual retainer | $50,000 | Increased from $40,000 effective July 1, 2024 |
| NL Chair of the Board retainer | $50,000 | Additional annual retainer |
| NL Audit Committee Chair retainer | $45,000 | Or “audit committee financial expert” retainer; only one paid if both apply |
| NL Audit Committee member retainer | $25,000 | For non‑chair members |
| Other committee member retainer | $5,000 | For non‑audit committees |
| Meeting fees | $1,000/day | Hourly rate not to exceed $1,000/day for other services |
| 2024 Director Compensation – NL | Fees Earned or Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| Loretta J. Feehan | $103,000 | $19,921 (2,850 NL shares at $6.99 close on grant date) | $122,921 |
| 2024 Director Compensation – Other Boards | Fees Earned or Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| CompX (Feehan) | $100,000 | $20,216 (800 shares at $25.27 close on grant date) | $120,216 |
| Kronos Worldwide (Feehan) | $104,000 | $19,685 (1,550 shares at $12.70 close on grant date) | $123,685 |
| CompX + Kronos Worldwide subtotal | $204,000 | $39,901 | $243,901 |
Performance Compensation
| Grant | Date | Shares | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| NL annual equity grant | 05/16/2024 | 2,850 | $19,921 | Fully vested at grant | Annual grant equals $20,000 value, rounded to nearest 50 shares; max 10,000 shares |
| CompX annual equity grant | 05/22/2024 | 800 | $20,216 | Fully vested at grant | Valued at closing price on grant date |
| Kronos annual equity grant | 05/15/2024 | 1,550 | $19,685 | Fully vested at grant | Valued at closing price on grant date |
Director stock ownership guidelines: Non‑employee directors may not sell shares from annual grants unless they retain a value ≥3× base annual cash retainer; retainer increased to $50,000 effective July 1, 2024 .
Other Directorships & Interlocks
| Company | Role | Relationship to NL | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Valhi, Inc. | Chair (non‑exec), Director | NL’s parent; direct holder of ~82.7% of NL common stock | Alignment with controlling shareholder; governance influence across group |
| Kronos Worldwide | Chair (non‑exec), Director | Related company; NL holds interest and accounts via equity method | Shared directors; related‑party transactions; services via ISAs |
| CompX International | Chair (non‑exec), Director | NL subsidiary (NL directly holds ~87.3% of CompX class A) | Shared directors; related‑party transactions; services via ISAs |
| Contran/Lisa K. Simmons | Financial advisor to Lisa K. Simmons; representative of Contran | Contran is parent in tax group; controls Valhi and related entities | Advisory relationship to controlling person; non‑independent classification |
Expertise & Qualifications
- CPA with 47+ years in financial/tax accounting and auditing; former Deloitte & Touche tax partner .
- Educator to tax practitioners nationwide (2002–2016), indicating deep technical expertise and stakeholder communication skills .
- Multi‑company chairmanship experience across the controlled group (NL, CompX, Kronos Worldwide, Valhi) since 2017; director since 2014 .
Equity Ownership
| Security | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| NL Industries Common Stock | 32,550 | <1% | Percent based on 48,847,734 shares outstanding; directors disclaim beneficial ownership except to pecuniary interest |
| Kronos Worldwide Common Stock | 18,450 | <1% | Disclaimed except pecuniary interest |
| Valhi Common Stock | 6,241 | <1% | Disclaimed except pecuniary interest |
| CompX Class A Common Stock | 10,950 | <1% | NL directly holds ~87.3% of CompX Class A; disclaimed except pecuniary interest |
Hedging policy: NL has not adopted hedging policies for employees or directors; all must comply with NL’s insider trading policy .
Governance Assessment
- Non‑independent Chair aligned with controlling shareholder: Ms. Feehan is explicitly described as a representative of Contran and is not listed among independent directors; NL is a controlled company (Valhi holds ~82.7%), which reduces adherence to certain NYSE governance standards (e.g., independent nominations/governance committee) and concentrates influence across the group .
— RED FLAG: Non‑independent Chair with advisory ties to controlling person . - Committee structure provides independent oversight: Audit and Compensation committees comprise independent directors with multiple “financial experts,” and the Audit Chair leads executive sessions; Ms. Feehan is not a member of either committee, which can mitigate some conflicts .
- Attendance and engagement strong: Board and committees met regularly; all incumbent directors attended all meetings for which they served in 2024, supporting board effectiveness .
- Director pay and ownership alignment: Compensation is modest (retainers, meeting fees) with annual fully‑vested stock grants and stock ownership guidelines requiring retention of shares equal to ≥3× retainer; Ms. Feehan received NL cash fees of $103,000 and stock awards of $19,921 in 2024; she also received cash and stock awards from CompX and Kronos Worldwide for her board service there .
— Watch item: Fully‑vested annual grants and no hedging policy may weaken long‑term performance linkage . - Related‑party exposure pervasive: Extensive intercorporate services agreements, combined insurance programs (via Tall Pines), tax sharing, and related financing arrangements (e.g., Valhi credit facility) create ongoing related‑party transaction risks requiring robust independent oversight .
— RED FLAG: Structural complexity and frequent RPTs across the controlled group . - Shareholder feedback: Prior Say‑on‑Pay approval was strong (87.9% in 2024), indicating general investor acceptance of executive pay structures in the controlled context .
Overall implication: Governance risk is primarily “control” and “interlock” driven—Ms. Feehan’s non‑independent chair role and advisory relationship to the controlling shareholder require investors to rely on independent committees and disclosure discipline to mitigate related‑party and alignment risks, while attendance and committee expertise support board effectiveness .