R. Gerald Turner
About R. Gerald Turner
R. Gerald Turner (age 79) was appointed to NL Industries’ board on May 15, 2025, when the board expanded from seven to eight seats; he was simultaneously appointed to the Audit Committee. He has served since 1995 as President of Southern Methodist University (SMU) and announced an intention to transition to President Emeritus at the end of the 2024–2025 academic year; he has long public-company board experience at Kronos Worldwide (director since 2003; Audit Committee member; Chair of its Management Development & Compensation Committee), and previously served on the boards of J.C. Penney (1995–2019) and as a trustee of the American Beacon Funds (2001–2020).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.C. Penney Company, Inc. | Director | 1995–2019 | Public company board experience during multiple retail cycles |
| American Beacon Funds & American Beacon Select Funds (registered investment companies) | Trustee | 2001–2020 | Fund governance, oversight of investment adviser |
| University of Mississippi; University of Oklahoma; Pepperdine University | Executive/administrative positions | Not specified | Academic administration and leadership roles prior to SMU presidency |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| Southern Methodist University (SMU) | President | 1995–present; intends to transition to President Emeritus end of 2024–25 academic year | Institutional leadership; external relationships in Dallas business community |
| Kronos Worldwide, Inc. (affiliate of NL) | Director; Audit Committee member; Chair, Management Development & Compensation Committee | Director since 2003 | Compensation committee chair at affiliate; cross-board oversight interlock |
Board Governance
- Appointment and committees: Turner was elected by the NL board on May 15, 2025 and appointed to the Audit Committee.
- Controlled company: NL is a “controlled company” under NYSE rules because Valhi owns ~82.7% of NL; NL does not maintain an independent nominations/governance committee and relies on full-board oversight for those functions.
- Audit Committee standards and activity: NL states Audit Committee members are independent and financially literate under NYSE/SEC standards; in 2024, the Audit Committee met seven times. Current 2024 members listed were Moore (chair), Harper, Kramer, Mendes. Turner’s 2025 appointment adds to this group going forward.
- Board activity and attendance: In 2024, the board held four meetings and took action by written consent twice; each incumbent director attended all board and committee meetings held while in office during 2024. (Turner was not on the board in 2024.)
- 2025 shareholder outcomes (context for investor confidence):
- Director elections: Each nominee received at least 88.3% of eligible votes “For.”
- Say-on-Pay: 87.0% approval.
| Governance Item | Detail |
|---|---|
| Board seats (May 15, 2025) | Increased from 7 to 8; Turner elected to fill new seat |
| Committee | Audit Committee (member) |
| 2024 Board Meetings | 4 meetings; 2 written consents; 100% attendance by incumbents |
| 2024 Audit Committee Meetings | 7 meetings |
| 2025 Director Elections | ≥88.3% “For” each nominee |
| 2025 Say-on-Pay Result | 87.0% approval |
| Controlled Company | Valhi direct ownership ~82.7% |
Fixed Compensation
NL discloses a standardized director pay program (for non-employee directors not employed by Contran or affiliates):
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer – each director | $50,000 | Increased from $40,000 effective July 1, 2024 |
| Chair of the Board retainer | $50,000 | Additional to director retainer |
| Audit Committee chair or any member identified as an “audit committee financial expert” | $45,000 | Only one such retainer if both capacities apply |
| Other Audit Committee members | $25,000 | Applies to non-chair, non-“financial expert” members |
| Other committee memberships | $5,000 | For committees other than audit |
| Meeting fees | $1,000 per day | For board/committee meetings; hourly rate for other services capped at $1,000/day |
Equity grant policy and ownership alignment:
- On the day of each annual shareholder meeting, each “eligible director elected on that day” receives a fully vested grant of NL common stock valued at $20,000 (shares rounded to nearest 50; max 10,000 shares), based on the closing price on grant date.
- Non-employee directors may not sell shares acquired via annual stock grants unless they continue to hold shares valued at least 3x the base annual cash retainer after any sale (director stock ownership guideline).
Performance Compensation
Directors’ equity awards are not performance-conditioned; grants are time-based and fully vested at grant.
| Performance Metric | Applies to Director Pay? | Evidence |
|---|---|---|
| Financial/operational targets (e.g., revenue, EBITDA, TSR) | No | Annual director stock grant is fixed-value ($20,000) and fully vested at grant; no performance metrics disclosed for director equity |
Other Directorships & Interlocks
| Company/Entity | Current/Prior | Role(s) | Interlock/Notes |
|---|---|---|---|
| Kronos Worldwide, Inc. (NL affiliate) | Current | Director; Audit Committee member; Chair, Management Development & Compensation Committee | Affiliate-board interlock; compensation committee leadership at Kronos |
| J.C. Penney Company, Inc. | Prior | Director | 1995–2019 |
| American Beacon Funds & American Beacon Select Funds | Prior | Trustee | 2001–2020 |
Expertise & Qualifications
- Long-tenured higher-education chief executive (President of SMU since 1995) with deep ties to the Dallas business and civic community.
- Extensive public board experience, including long service at Kronos Worldwide and J.C. Penney; experience chairing a compensation committee at a public affiliate (Kronos).
- Governance/oversight in the investment management context as a fund trustee (American Beacon Funds).
Equity Ownership
- NL’s 2025 proxy beneficial ownership table (as of the record date) lists directors and named executive officers’ NL shareholdings, but Turner was appointed after the proxy’s record date and is not listed; NL did not disclose his beneficial ownership in that filing.
| Item | Status |
|---|---|
| Turner’s NL beneficial ownership | Not disclosed in 2025 proxy (appointed after record date) |
| Director ownership guideline | 3x base annual cash retainer; sales limited until met |
Governance Assessment
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Strengths
- Seasoned board member with prior chair experience on a compensation committee at a public affiliate (Kronos), indicating depth in executive pay governance.
- Appointment to NL’s Audit Committee aligns with NL’s Audit Committee independence and literacy standards under NYSE/SEC frameworks.
- 2025 shareholder support for governance (≥88.3% “For” votes on directors; 87.0% Say-on-Pay) suggests broad investor acceptance of the board’s direction.
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Considerations in a controlled structure
- NL is a controlled company (Valhi ~82.7% ownership) and does not maintain an independent nominations/governance committee; board handles those functions directly. This can concentrate influence and reduce independent gatekeeping on board composition and governance policy.
- Cross-board interlocks with affiliates (Turner’s ongoing leadership on Kronos’ Management Development & Compensation Committee) are typical in a controlled group, but investors should monitor for potential alignment issues when NL or its affiliates engage in shared executive or related-party arrangements.
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RED FLAGS to monitor (no specific issues disclosed for Turner)
- Controlled company waivers (no independent nominations/governance committee).
- Affiliate interlocks in compensation oversight (Kronos). While common in this group, they warrant scrutiny for potential conflicts if compensation decisions affect overlapping executives across entities.
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Attendance/engagement
- NL reports 100% attendance among incumbents for 2024 board and committee meetings; Turner joined in 2025, so his attendance record at NL is not yet disclosed in a proxy.
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Compensation structure alignment
- Director pay at NL is modest in equity (fixed $20,000 fully vested grant) with cash retainers differentiated by audit roles; ownership guideline (3x retainer) promotes longer-term alignment, but grants are not performance-based.