Meredith W. Mendes
About Meredith W. Mendes
Meredith W. Mendes, age 66, has served as an independent director of NL Industries since 2018. She is CFO and a founding partner of Pierson Ferdinand LLP (since 2024); previously CEO of Matthew Pritzker Company (2022–2023), COO/Partner of Gresham Partners (2020–2022), ED/COO of Jenner & Block (2005–2020), and EVP & worldwide CFO of Daniel J. Edelman (1999–2005). She holds a J.D. from Harvard Law School, an MBA (finance) from Chicago Booth, and an AB (magna cum laude) from Brown; she is an Illinois CPA and holds the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon’s SEI. At NL, she serves on the Audit Committee and the Management Development & Compensation Committee and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Responsibilities/Impact |
|---|---|---|---|
| Pierson Ferdinand LLP | Chief Financial Officer; Founding Partner | Since 2024 | Responsible for finance, accounting, tax, FP&A, treasury, payroll, and related functions |
| Matthew Pritzker Company LLC | Chief Executive Officer | 2022–2023 | Led a single-family office |
| Gresham Partners, LLC | Chief Operating Officer; Partner | 2020–2022 | Oversaw finance, technology, cybersecurity, client/investment ops, facilities, legal, and support functions |
| Jenner & Block LLP | Executive Director; Chief Operating Officer | 2005–2020 | Ran firm-wide operations across finance, technology, facilities/real estate, HR, and support functions |
| Daniel J. Edelman, Inc. | EVP; Worldwide Chief Financial Officer | 1999–2005 | Global communications marketing firm finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Kronos Worldwide, Inc. | Director; Audit Committee member | Since prior to 2020 | Continues to serve on Audit Committee |
| Quanex Building Products (NYSE: NX) | Director | 2019–2023 | Audit; Nominating & Corporate Governance Committees |
| Inland Residential Properties Trust, Inc. | Director | 2016–2019 | Audit; Nominating & Corporate Governance Committees |
Board Governance
- Independence and roles: The board has determined Mendes is independent under NYSE standards; she serves on the Audit Committee and the Management Development & Compensation Committee and is designated an “audit committee financial expert.”
- Attendance: In 2024, each incumbent director attended all board and relevant committee meetings while in office (implies 100% attendance for Mendes).
- Committee activity: Audit Committee held 7 meetings in 2024; Management Development & Compensation Committee held 1 meeting. Current Audit members include Mendes (chair is Cecil H. Moore, Jr.); MD&C members include Mendes (chair is Moore).
- Audit oversight: The Audit Committee reviewed 2024 financial statements and internal controls with PwC and recommended inclusion of audited financials in the 2024 Form 10-K. Members signing the report include Mendes.
- Governance structure: NL is a “controlled company” (Valhi owns ~82.7%); NL does not have an independent nominations/governance committee and does not maintain a charter for the MD&C committee; the audit chair presides over non‑management and independent director sessions; no lead independent director.
Fixed Compensation
| 2024 Director Retainer Structure | Amount |
|---|---|
| Base annual retainer (each director) | $50,000 (increased from $40,000 effective July 1, 2024) |
| Chair of the Board (non-executive) | $50,000 |
| Audit Committee chair and each member designated an “audit committee financial expert” (one retainer if both) | $45,000 |
| Other Audit Committee members | $25,000 |
| Members of other committees | $5,000 |
| Meeting fees | $1,000 per day for board/committee meetings; hourly (capped at $1,000/day) for other services |
| 2024 NL Director Compensation – Meredith W. Mendes | Amount |
|---|---|
| Cash (retainers + meeting fees) | $100,500 |
| Stock awards (NL common shares) | $19,921 |
| Total | $120,421 |
Performance Compensation
| Annual Equity Grant (Directors) | Details |
|---|---|
| Policy | On the day of each annual shareholder meeting, each eligible director receives NL common shares equal in value to $20,000 (rounded to nearest 50 shares), capped at 10,000 shares; shares are fully vested and tradable immediately, subject to applicable securities laws. |
| 2024 Grant (NL) | 2,850 NL shares granted on 5/16/2024 at $6.99 closing price; fair value $19,921. |
| Director ownership guidelines | Non‑employee directors may not sell NL shares acquired via annual grants unless, immediately after sale, they hold NL shares valued at least 3× the base annual cash retainer. |
| Options/PSUs/metrics | No option awards or performance metrics apply to director equity; grants are service‑based as described. |
Other Directorships & Interlocks
| Company | 2024 Director Compensation (External) | Notes |
|---|---|---|
| Kronos Worldwide | Cash: $99,000; Stock awards: $19,685; Total: $118,685 | Mendes served as a director and on KRO’s Audit Committee (continuing). |
Governance interlock: Kronos Worldwide is a related company within the Valhi/Contran controlled group; Mendes sits on NL’s Audit and MD&C Committees and also serves on KRO’s Audit Committee.
Expertise & Qualifications
- Financial and operating expertise: Former worldwide CFO (Edelman) and multi‑firm COO/ED; designated “audit committee financial expert.”
- Cybersecurity oversight: CERT Certificate in Cybersecurity Oversight (SEI, Carnegie Mellon).
- Academic credentials: J.D. (Harvard Law); MBA—Finance (Chicago Booth); AB magna cum laude (Brown).
- Professional licensure: Illinois CPA.
Equity Ownership
| NL Common Stock Beneficial Ownership | Shares | % of Class |
|---|---|---|
| Meredith W. Mendes | 26,050 | <1% (based on 48,847,734 shares outstanding) |
| Ownership of Related Companies (Beneficial) | Shares | % of Class |
|---|---|---|
| Kronos Worldwide Common Stock | 10,950 | <1% (based on 115,036,316 shares) |
| Valhi Common Stock | 0 | 0% |
| CompX Class A Common Stock | 0 | 0% |
- Directors and officers disclaim beneficial ownership of related-company shares except to the extent of pecuniary interest.
- Hedging/pledging: NL has not adopted specific hedging policies for employees/directors; insider trading policy applies to hedging transactions. (No pledging disclosures specific to Mendes.)
Governance Assessment
Positive signals
- Independent director with deep finance, audit, and operating background; designated audit committee financial expert.
- Strong engagement: 100% attendance at board and committee meetings in 2024; Audit Committee met seven times, evidencing active oversight.
- Audit rigor: Audit Committee reviewed 2024 financials and ICFR with PwC and affirmed auditor independence.
- Director equity alignment via annual share grant and 3× retainer stock ownership guideline.
Risks and RED FLAGS
- Controlled company governance exemptions: NL lacks an independent nominations/governance committee and does not maintain a charter for the compensation committee; no lead independent director (audit chair presides over independent sessions). This can weaken independent oversight.
- Group interlocks and related‑party exposure: Mendes serves on KRO’s Audit Committee while NL engages in related‑party programs (e.g., insurance pooling, tax sharing; ISAs with Contran). Although approved under NL’s RPT policy, these interrelationships can create perceived conflicts.
- Hedging policy gap: No explicit anti‑hedging policy; insider trading policy governs, but absence of a standalone anti‑hedging rule can be viewed as a misalignment risk.
- Compensation committee cadence: MD&C Committee met once in 2024, which may limit depth of compensation oversight in a complex controlled‑company environment.
- Say‑on‑pay influence: Prior year approval was 87.9%; the majority owner intends to vote FOR in 2025, effectively determining outcomes and potentially diluting broader shareholder feedback.