Loretta J. Feehan
About Loretta J. Feehan
Loretta J. Feehan (age 69) is the non‑executive Chair of the Board of Valhi, Inc. and has served as Chair at Valhi, CompX International, Kronos Worldwide, and NL Industries since 2017 and as a director of each since 2014; she is a CPA, former Deloitte & Touche tax partner, and consults on financial and tax matters, including instructing tax continuing education from 2002–2016 and acting as a financial advisor to Lisa K. Simmons since prior to 2020 . Valhi’s board leadership separates the non‑executive chair (Feehan) from the CEO (Michael S. Simmons), with the board stating this structure suits a controlled company under NYSE standards and aligns Contran’s interests with all stockholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Tax Partner | Not disclosed | Led corporate tax engagements; senior technical and audit-adjacent experience . |
| Accountant’s Education Services | Instructor (Tax CPE) | 2002–2016 | National continuing education for tax practitioners . |
| Independent practice | Financial and tax consultant | Ongoing | Advises corporate clients; financial advisor to Lisa K. Simmons since prior to 2020 . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Valhi, Inc. | Chair of the Board (non‑executive); Director | Chair since 2017; Director since 2014 | Non‑independent; board leadership separated from CEO . |
| CompX International Inc. | Chair of the Board (non‑executive); Director | Chair since 2017; Director since 2014 | Non‑independent; 2024 director compensation paid by CompX noted below . |
| Kronos Worldwide, Inc. | Chair of the Board (non‑executive); Director | Chair since 2017; Director since 2014 | Non‑independent; 2024 director compensation paid by Kronos noted below . |
| NL Industries, Inc. | Chair of the Board (non‑executive); Director | Chair since 2017; Director since 2014 | Non‑independent; 2024 director compensation paid by NL noted below . |
Board Governance
- Independence: Valhi is a “controlled company” (Dixie Rice held ~91.4% on the record date); independent directors are Barry, Herrington, McIlroy, Norris, and Tidlund. Feehan is not listed as independent and is described as a representative of Contran serving as non‑executive Chair .
- Committees: Audit Committee members are Barry (chair), Herrington, McIlroy, Norris, Tidlund; Compensation Committee members are Barry (chair), McIlroy, Herrington. Feehan is not listed on either standing committee .
- Attendance: Board met 4 times in 2024; each incumbent director attended all board and committee meetings while in office. Audit Committee met 6 times; Compensation Committee met 2 times in 2024 .
- Lead Independent Director and executive sessions: No lead independent director; the Audit Chair presides over non‑management and independent director sessions; such sessions held at least annually and NYSE requirements were met in 2024 .
- Say‑on‑Pay signal: 93.2% approval at 2024 annual meeting; board made no material changes to compensation practices following the vote .
Fixed Compensation
| Component | Policy / Rate | 2024 Actual for Feehan | Notes |
|---|---|---|---|
| Annual Director Retainer | $50,000 (increased from $40,000 effective July 1, 2024) | Included in cash | Valhi policy . |
| Chair of the Board Retainer | $50,000 | Included in cash | Valhi policy . |
| Audit Chair / “Financial Expert” Retainer | $45,000 (only if applicable) | n/a | Not applicable to Feehan . |
| Other Audit Committee Member Retainer | $25,000 | n/a | Not applicable to Feehan . |
| Other Committee Membership Retainer | $5,000 | n/a | Not applicable to Feehan . |
| Meeting Fees | $1,000 per day | Included in cash | Valhi policy . |
| 2024 Valhi Director Cash Earned | — | $101,000 | Fees earned or paid in cash in 2024. |
| 2024 Valhi Director Stock Award | $20,000 equivalent in VHI shares | 1,050 shares; $19,887 value (closing price $18.94 on 05/23/2024) | Grants fully vested; subject to guideline restrictions. |
- Cash/equity mix (Valhi 2024): Cash $101,000 vs Equity $19,887 → ~84% cash / ~16% equity (computed from disclosed amounts) .
Performance Compensation
| Element | Structure | Metrics/Conditions | 2024 Detail |
|---|---|---|---|
| Annual Director Stock Grant (Valhi) | Fixed grant sized to $20,000 (rounded to nearest 50 shares; cap 5,000 shares) | No performance conditions disclosed | 1,050 shares on 05/23/2024; value $19,887 (closing $18.94) . |
| Options / Performance Stock | None disclosed for directors; no outstanding equity awards reported for executives as of 12/31/2024 | n/a | No plan‑based awards in 2024; no outstanding equity awards at 12/31/2024 (executives) . |
Valhi does not use performance metrics or incentive structures for director equity; director stock grants are time‑based without performance conditions .
Other Directorships & Interlocks
| Company | 2024 Cash Fees | 2024 Stock Award | Total 2024 |
|---|---|---|---|
| CompX International Inc. | $100,000 | $20,216 (800 shares on 05/22/2024 at $25.27) | $120,216 |
| Kronos Worldwide, Inc. | $104,000 | $19,685 (1,550 shares on 05/15/2024 at $12.70) | $123,685 |
| NL Industries, Inc. | $103,000 | $19,921 (2,850 shares on 05/16/2024 at $6.99) | $122,921 |
| Total (Other Boards) | $307,000 | $59,822 | $366,822 |
- Interlocks/relationships: Feehan is described as a representative of Contran; Valhi, NL, Kronos Worldwide, and CompX are related entities under Contran’s control framework, with numerous intercompany agreements overseen via policies and independent director approvals .
Expertise & Qualifications
- CPA with ~47 years of financial and tax accounting and auditing experience; former Deloitte tax partner; national tax continuing education instructor; financial advisor to Lisa K. Simmons .
- Deep governance exposure as non‑executive Chair across four related public companies (Valhi, CompX, Kronos Worldwide, NL), and board tenure since 2014 .
Equity Ownership
| Security | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Valhi, Inc. Common Stock | 6,241 | <1% (*) | Directors disclaim beneficial ownership except to extent of pecuniary interest . |
| Kronos Worldwide, Inc. Common Stock | 18,450 | <1% (*) | Directors disclaim beneficial ownership except to extent of pecuniary interest . |
| NL Industries, Inc. Common Stock | 32,550 | <1% (*) | Directors disclaim beneficial ownership except to extent of pecuniary interest . |
| CompX International Inc. Class A Common Stock | 10,950 | <1% (*) | Directors disclaim beneficial ownership except to extent of pecuniary interest . |
- Director stock ownership guidelines: Non‑employee directors may not sell VHI grant shares unless, post‑sale, they hold VHI shares valued at least 3× the base annual director cash retainer ($50,000), i.e., $150,000 minimum holding level; shares are fully vested and tradable at grant subject to securities law .
- Hedging/pledging policy: No specific hedging policy adopted for employees/directors; insider trading policy applies to hedging transactions generally .
Governance Assessment
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Strengths
- Independent oversight via majority‑independent board; Audit and Compensation Committees comprised of independent directors and active (6 and 2 meetings respectively, 100% attendance) .
- Transparent related‑party transaction policy with annual audit committee reviews (risk management program, tax sharing agreement, cash management loans, guarantees), including CFO reasonableness assessments and re‑approvals .
- High say‑on‑pay support (93.2%) signaling investor acceptance of compensation practices .
-
Risks and potential conflicts (RED FLAGS emphasized)
- Controlled company status; Dixie Rice owned ~91.4% at record date, enabling control over director elections and say‑on‑pay outcomes .
- Non‑independent Chair linked to Contran (“representative of Contran”), with explicit board rationale about alignment; could limit independent counterbalance at the top of the board structure .
- Extensive related‑party dependencies: Intercorporate Services Agreements (ISA) with Contran; tax sharing; unsecured revolving credit facility from Contran (prime+1%; $44.6M outstanding at 12/31/2024; $6.3M interest/fees in 2024); pledge of 16.7M shares of Kronos Worldwide as collateral supporting Contran’s bank facility; combined insurance program via captive (Tall Pines); these arrangements, while annually reviewed and approved, create multi‑directional interlocks and financing exposure to affiliates (RED FLAG) .
- Committee governance exceptions: No independent nominations/governance committee; no committee charters for certain committees, using full board for these functions due to controlled company exemptions (RED FLAG for governance purists) .
- Hedging policy gap: No explicit anti‑hedging policy beyond insider trading policy; not shareholder‑friendly relative to best practices .
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Director compensation structure signals
- Increase in base director retainer (from $40,000 to $50,000 effective July 1, 2024) indicates rising fixed cash; annual equity grants remain modest, time‑based, and not performance‑conditioned .
- For Feehan, 2024 Valhi compensation was predominantly cash, with additional significant cash+stock compensation from three related boards (CompX, Kronos Worldwide, NL), reinforcing cross‑entity governance engagement but also deep interlock exposure .
Overall, Feehan brings deep financial and tax governance expertise and continuity across Contran‑related public boards. However, as a non‑independent Chair and Contran representative within a controlled company employing extensive related‑party structures and financing, investors should monitor independent oversight robustness, ISA cost allocations, affiliate financing terms, and adherence to stock ownership guidelines to ensure alignment with minority stockholders .