Gina A. Norris
About Gina A. Norris
Independent director of Valhi, Inc. (VHI), age 66, serving on the board since 2023. She is a CFA charterholder with a career spanning corporate banking (First Chicago/Bank One), private investment (Crow Holdings), real estate lending (Stratford Lending), and development (Matthews Southwest). At VHI, she serves on the Audit Committee and is designated an “audit committee financial expert.” She previously served as an independent director at Encore Wire Corporation (2020–2024) and currently holds directorships at private institutions including Sammons Financial Group (and boards of Midland National Life Insurance Company and North American Company for Life and Health Insurance), as well as non-profit leadership at the State Fair of Texas. She also serves on the board and audit committee of CompX (an affiliated company) since 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Matthews Southwest (Dallas) | Senior Vice President | Since 2013 | Senior real estate development responsibilities |
| Sammons Financial Group (private) | Independent Director; boards of Midland National Life Insurance Co. and North American Co. for Life & Health | Since Jan 2025 | Insurance oversight; member boards of subsidiaries |
| State Fair of Texas (non-profit) | Director; Board Chair | Director since 2009; Chair 2019–2022 | Board leadership of a major non-profit |
| Encore Wire Corporation (public) | Independent Director | 2020–2024 (until sale) | Audit (Chair), Sustainability (Chair), Compensation, Nominating & Corporate Governance |
| Texas Security Bank (private) | Independent Director | 2016–2023 | Board oversight for a bank holding company |
| Stratford Lending (affiliate of Stratford Land) | President | 2010–2012 | Real estate investment lending leadership |
| Crow Holdings (private investment) | Managing Director | 2000–2010 | Led investments in industrial manufacturing and real estate operating businesses in U.S. and Europe |
| First Chicago and Bank One | Corporate Banker | 1982–2000 | Corporate banking roles across finance and underwriting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CompX (public; affiliated) | Director; Audit Committee Member | Since 2023 | Financial oversight; audit committee |
| Sammons Financial Group (private) | Independent Director | Since Jan 2025 | Boards of Midland National Life Insurance and North American Co. for Life & Health |
| State Fair of Texas | Director | Since 2009 | Board Chair 2019–2022 |
| Encore Wire Corporation (public) | Independent Director | 2020–2024 | Chaired Audit and Sustainability; served on Compensation and Nominating & Corporate Governance |
| Texas Security Bank (private) | Independent Director | 2016–2023 | Board governance |
Board Governance
| Item | Detail |
|---|---|
| Independence Status | Board determined Gina A. Norris is independent under NYSE standards |
| Committee Assignments | Audit Committee member; identified as “audit committee financial expert” |
| Board Meeting Attendance (2024) | Board held 4 meetings; each incumbent director attended all board and applicable committee meetings (100%) |
| Audit Committee Meetings (2024) | Audit Committee held 6 meetings; all members attended meetings on which they served |
| Years on VHI Board | Director since 2023 |
| Controlled Company Context | VHI is a NYSE “controlled company” (Dixie Rice owns ~91.4%); VHI does not maintain independent nominations/CG committee or committee charters; comp committee without a charter |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Cash Fees (VHI) | $96,000 | Includes base annual director retainer and committee/meeting fees |
| Stock Award (VHI) | $19,887 (1,050 shares) | Granted May 23, 2024; valued at $18.94 per share |
| Total (VHI) | $115,887 | 2024 director compensation |
| Cash Fees (CompX) | $95,000 | CompX director services (2024) |
| Stock Award (CompX) | $20,216 | 800 CompX Class A shares granted 05/22/24 at $25.27 |
| Total (CompX) | $115,216 | 2024 CompX director compensation |
| VHI Director Retainer Schedule (2024) | Amount |
|---|---|
| Each non-employee director | $50,000 (increased from $40,000 effective July 1, 2024) |
| Chair of the Board | $50,000 |
| Audit Chair OR Audit Committee Financial Expert | $45,000 (only one such retainer if both capacities) |
| Other Audit Committee Members | $25,000 |
| Other Committee Members | $5,000 |
| Meeting Fees | $1,000 per day (board/committee); hourly rate not to exceed $1,000/day for other services |
Performance Compensation
| Element | Detail |
|---|---|
| Equity Grant Mechanics | Annual grant on the day of the annual stockholder meeting under the 2021 Non‑Employee Director Stock Plan; grant value fixed at $20,000 converted to shares (rounded to nearest 50 shares), capped at 5,000 shares |
| 2024 VHI Equity Grant | 1,050 shares; grant date May 23, 2024; fair value $19,887 at $18.94 per share; shares fully vested and tradable on grant date (subject to securities law) |
| Director Stock Ownership Guidelines | Non‑employee directors may not sell annual grant shares unless, post-sale, they hold shares valued at least 3x the base annual cash retainer |
| Performance Metrics | None disclosed for director equity; grants are time‑based and fully vested on grant date |
Other Directorships & Interlocks
| Company | Relationship to VHI | Role | Committees/Notes |
|---|---|---|---|
| CompX | Affiliated (NL holds ~87.3% of CompX; NL and Kronos are majority‑owned subsidiaries of VHI) | Director (since 2023); Audit Committee | Receives separate director compensation from CompX |
| Encore Wire Corporation | Unaffiliated public company (sold in 2024) | Independent Director (2020–2024) | Chaired Audit and Sustainability; served on Compensation and Nominating & Corporate Governance |
| Sammons Financial Group | Private; unaffiliated | Independent Director (since Jan 2025) | Boards of Midland National Life Insurance Company and North American Company for Life and Health Insurance |
| State Fair of Texas | Non‑profit | Director (since 2009); Board Chair (2019–2022) | Non‑profit governance leadership |
| Texas Security Bank | Private | Independent Director (2016–2023) | Banking governance |
Expertise & Qualifications
- CFA charterholder; extensive finance, audit, and corporate governance expertise .
- Deep operating and investment experience across industrial manufacturing, real estate, and financial services (Crow Holdings; Matthews Southwest; Stratford Lending) .
- Significant public-company board experience including committee chair roles (Audit and Sustainability at Encore Wire) .
- Designated VHI Audit Committee Financial Expert; member of CompX audit committee .
Equity Ownership
| Security | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Valhi, Inc. (VHI) Common Stock | 1,050 | <1% (*) | Granted as annual director stock award; fully vested |
| CompX Class A Common Stock | 800 | <1% (*) | Directors disclaim beneficial ownership except to the extent of pecuniary interest |
| Kronos Worldwide Common Stock | -0- | -0- | Disclaim beneficial ownership except to extent of pecuniary interest |
| NL Common Stock | -0- | -0- | Disclaim beneficial ownership except to extent of pecuniary interest |
(*) Less than 1%.
Stock ownership guidelines for non‑employee directors: must retain shares such that post-sale holdings equal at least 3x base cash retainer; applies to annual director grants; no separate security ownership requirements for management .
Governance Assessment
- Strengths: Independent under NYSE definitions; Audit Committee Financial Expert; 100% attendance at board and committee meetings in 2024; broad finance and audit leadership across public and private boards; direct experience chairing audit at a public industrial issuer (Encore Wire) .
- Alignment: Holds VHI shares via annual grants; director stock grants are immediate‑vest, with a retention guideline requiring 3x retainer value before selling grant shares .
- Compensation Mix: Cash retainers and fully vested stock grants; no options or performance‑based equity; VHI increased base director retainer from $40,000 to $50,000 effective July 1, 2024; meeting fees $1,000/day .
- Interlocks and Potential Conflicts: Serves on the board and audit committee of CompX, an affiliated company within the VHI controlled group (NL majority owns CompX; NL and Kronos are majority‑owned subsidiaries of VHI), while VHI’s Audit Committee (of which she is a member) reviews and approves related‑party transactions (RPTs) across the group—this dual role can raise perceived conflict‑of‑interest concerns despite independence determinations and RPT policy oversight .
- Controlled Company Governance: VHI is a “controlled company” under NYSE rules (91.4% owned by Dixie Rice); the board does not maintain an independent nominations/CG committee or charters; compensation committee lacks a charter—investors often view such structures as weaker governance, though VHI currently maintains a majority of independent directors and committee members .
- Compensation Committee Practices: The management development and compensation committee is NYSE‑independent, met twice in 2024, and did not engage compensation consultants; director cash compensation recommendations are made by executive officers directly to the board (not via the committee) .
Overall, Norris brings credible audit and finance oversight with strong attendance and independence, but her cross‑entity roles within a controlled company structure—combined with Audit Committee responsibility for RPT approvals—warrant ongoing monitoring for potential conflicts and investor confidence implications .