Mary A. Tidlund
About Mary A. Tidlund
Independent director of Valhi, Inc. (VHI), age 68, serving on the board since 2016 (and previously 2014–2015), with 10 years of board and audit committee experience at Valhi and eight years on CompX’s board and audit committee. She is a private investor and former President & CEO of Williston Wildcatters Oil Corporation; she also led the Mary A. Tidlund Charitable Foundation from 1998–2017. She is financially literate under NYSE standards and serves on Valhi’s Audit Committee; she is not designated as the audit committee financial expert (ACFE).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Williston Wildcatters Oil Corporation (publicly traded) | President & CEO | 1989–1995 | Led public oil exploration/service company operations |
| The Mary A. Tidlund Charitable Foundation | President | 1998–2017 | Designed and funded sustainable development projects globally |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| CompX International Inc. (publicly held subsidiary) | Director; Audit Committee member | Prior to 2020–present | Audit Committee member |
Board Governance
- Independence: The board determined Mary A. Tidlund is independent under NYSE standards; Valhi is a controlled company (approx. 91.4% owned by Dixie Rice) and does not maintain independent nominating/corporate governance committees.
- Committees: Current Valhi Audit Committee members are Thomas E. Barry (chair), Terri L. Herrington (ACFE), W. Hayden McIlroy, Gina A. Norris (ACFE), and Mary A. Tidlund. Audit held six meetings in 2024; Management Development & Compensation (MDC) held two (Tidlund is not on MDC).
- Attendance: The board met four times in 2024; each incumbent director attended all board and applicable committee meetings (100% attendance).
- Independent/Non-management sessions: Independent and non-management directors met at least annually; Audit Chair presides in these sessions; no lead independent director.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Valhi Fees Earned/Paid in Cash (2024) | $76,000 | Retainers + meeting fees |
| Valhi Chair/Audit Retainer Structure (2024) | Base director retainer $50,000; Chair of Board $50,000; Audit Chair and ACFE $45,000; Other Audit members $25,000; Other committee members $5,000; Meeting fee $1,000/day | Base retainer increased from $40,000 to $50,000 effective July 1, 2024 |
| CompX Director Cash (2024) | $75,000 | For CompX director services |
Performance Compensation
| Equity Award | Grant Date | Shares | Fair Value | Vesting/Performance |
|---|---|---|---|---|
| Valhi common stock grant (2024) | 05/23/2024 | 1,050 | $19,887 | Fully vested and tradable at grant; no performance conditions |
| CompX Class A common stock grant (2024) | 05/22/2024 | 800 | $20,216 | Valued at $25.27 close; time-based grant, no performance metrics |
Valhi’s non-employee director stock grants are valued at $20,000 each year (rounded to nearest 50 shares, cap 5,000) based on grant-date close, fully vested immediately; directors must maintain ownership equal to 3x the base annual cash retainer before selling grant shares. No performance-based director compensation is disclosed.
Other Directorships & Interlocks
| Company | Relationship to Valhi | Role | Compensation (2024) |
|---|---|---|---|
| CompX International Inc. | Publicly held subsidiary within the controlled group | Director; Audit Committee member | $75,000 cash; $20,216 stock; total $95,216 |
- Controlled company context: Valhi and affiliates (Contran/Dixie Rice/Family Trust) have extensive intercompany arrangements overseen by independent directors and the Audit Committee (e.g., ISAs, tax sharing, risk management). These group interlocks are structural features of Valhi’s governance model.
Expertise & Qualifications
- Senior executive experience (public company CEO), corporate governance, finance, and financial accounting oversight; financially literate independent director under NYSE standards.
- Audit committee experience at Valhi and CompX; not designated as ACFE (ACFE designations are Herrington and Norris).
Equity Ownership
| Security | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Valhi Common Stock | 5,991 | <1% | As of record date; directors disclaim beneficial ownership except to pecuniary interest |
| Kronos Worldwide Common Stock | -0- | -0- | Disclaimed |
| NL Industries Common Stock | -0- | -0- | Disclaimed |
| CompX Class A Common Stock | 5,650 | <1% | As of record date; disclaimed to pecuniary interest |
- Director stock ownership guidelines: Non-employee directors must hold at least 3x the base annual cash retainer; grant shares fully vested and tradable, subject to guideline. Compliance status by director is not disclosed.
Insider Trades
| Item | 2024 Status | Source |
|---|---|---|
| Section 16(a) filings compliance (directors and officers) | Complied with applicable filing requirements |
Form 4 transaction-level details for individual directors are not disclosed in the proxy; only compliance status is reported.
Governance Assessment
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Strengths
- Independence and attendance: Independent under NYSE rules; 100% attendance at board and committee meetings in 2024; engaged Audit Committee member.
- Financial literacy and audit experience: Serves on Valhi and CompX Audit Committees; brings public-company CEO background.
- Transparent director pay: Clear cash retainer structure; modest equity grants; no options, no performance-linked director pay (reduces risk of short-termism).
-
Concerns and potential conflicts
- Controlled company governance: Valhi is a controlled company and does not maintain independent nominating/corporate governance committees; key related-party programs (ISAs, tax sharing, loans) are pervasive across the group. Decision-making concentrated within the Contran/Dixie Rice/Family Trust ecosystem.
- Interlocks: Concurrent CompX directorship and compensation create intra-group interlocks; while common in this structure, they require sustained audit oversight to mitigate conflicts.
- Hedging policy gap: Company has not adopted employee/officer/director hedging policies (transactions still subject to insider trading policy). This is a governance red flag relative to alignment best practices.
- Director equity grants: Fully vested on grant date with no performance conditions; ownership guideline exists, but individual compliance not disclosed.
-
Relevant signals
- Director cash retainer increased from $40,000 to $50,000 (effective July 1, 2024), indicating an uptick in guaranteed compensation; equity grant remained at $20,000 valuation.
- Say-on-Pay support for executives at 93.2% (2024), suggesting broad shareholder acceptance of the compensation framework in a controlled context.
Overall: Tidlund’s independence, attendance, and audit committee service support board effectiveness. The controlled company structure, interlocks, and absence of a hedging policy are governance risk factors that investors should monitor alongside related-party oversight processes led by the Audit Committee.