Terri L. Herrington
About Terri L. Herrington
Terri L. Herrington, age 69, is an independent director of Valhi, Inc. (VHI) since 2018, designated by the board as an audit committee financial expert and serving on both the Audit Committee and the Management Development & Compensation Committee; she attended 100% of board and committee meetings in 2024 . She is a private investor and retired from International Paper Company at the end of 2016 after nine years, having served as Vice President Finance (beginning in 2011), Consumer Packaging VP Finance & Strategy, and VP Internal Audit; earlier she spent over 25 years at BP p.l.c./Amoco, ending as Global Director of Audit for Finance and Financial Control . The board has determined Ms. Herrington meets NYSE independence standards and has no material relationship with Valhi other than her directorship .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Paper Company | Vice President Finance; Consumer Packaging VP Finance & Strategy; Vice President Internal Audit | Worked nine years; retired end of 2016; VP Finance beginning in 2011 | Senior finance and audit leadership at a global packaging/pulp/paper company; strategic finance experience |
| BP p.l.c. / Amoco Corporation | Various finance/commercial roles; Global Director of Audit for Finance & Financial Control (final role) | Over 25 years | Global audit leadership; corporate governance, financial controls expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CompX International Inc. | Director; Audit Committee member; Management Development & Compensation Committee member (since 2024) | Director since prior to 2020; comp committee since 2024 | Financial oversight; compensation governance; cross-affiliate board service within Valhi group |
Board Governance
- Independence: The board determined Herrington is independent under NYSE standards; VHI is a “controlled company” and has chosen not to maintain an independent nominating/governance committee; compensation committee lacks a formal charter .
- Committee assignments: Audit Committee member (committee chaired by Thomas E. Barry); Management Development & Compensation Committee member; Herrington is designated an “audit committee financial expert” .
- Meeting attendance: Board held 4 meetings (2024); Audit Committee held 6 (2024); Management Development & Compensation Committee held 2 (2024); all incumbent directors, including Herrington, attended all meetings of the board and committees on which they served .
- Leadership/independent director sessions: Non-management and independent directors meet at least annually without management; audit committee chair presides over such sessions; no lead independent director .
- Say-on-Pay sentiment: 93.2% approval at 2024 annual meeting (nonbinding) .
- Hedging: VHI has not adopted specific employee/officer/director hedging policies; participants must comply with Valhi’s insider trading policy .
Fixed Compensation
| Retainer Component (2024) | Annual Amount | Notes |
|---|---|---|
| Base director retainer | $50,000 | Increased from $40,000 effective July 1, 2024 |
| Chair of the Board | $50,000 | Not applicable to Herrington |
| Audit Committee chairman or member designated “audit committee financial expert” | $45,000 | Herrington is designated as audit committee financial expert |
| Other Audit Committee member (non-expert) | $25,000 | Not applicable given expert designation |
| Members of other committees | $5,000 | Herrington serves on the Management Development & Compensation Committee |
| Meeting fees | $1,000 per day for board/committee meetings; hourly rate up to $1,000/day for other services | Policy applies to eligible directors |
Performance Compensation
| Equity Grant Feature | Detail | Valuation/Quantity |
|---|---|---|
| Annual director stock grant (2024) | Granted on May 23, 2024 under 2021 Non-Employee Director Stock Plan; fully vested and tradable (subject to securities laws) | 1,050 shares valued at $18.94 per share; $19,887 total |
| Stock ownership guideline | Must hold shares valued at least 3× base annual cash retainer; restrictions on selling until threshold met | Guideline applies to non-employee directors; compliance by individual directors is not disclosed |
No performance metrics (e.g., TSR, revenue growth) are tied to director equity grants; grants are time-based and fully vested at grant .
Director Compensation (Herrington)
| Metric | 2023 | 2024 |
|---|---|---|
| Cash fees earned | $92,000 | $98,500 |
| Stock awards (grant date value) | $19,785 (1,500 shares at $13.19 on 5/25/2023) | $19,887 (1,050 shares at $18.94 on 5/23/2024) |
| Total | $111,785 | $118,387 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| CompX International Inc. | Director | Audit Committee; Management Development & Compensation Committee (since 2024) | Additional cash ($97,500) and stock ($20,216 for 800 shares at $25.27) compensation in 2024 for CompX director services |
- Compensation committee interlocks: During 2024, Valhi’s compensation committee members (Barry, McIlroy, Herrington) had no related party relationships requiring disclosure and no interlock relationships under applicable SEC rules .
Expertise & Qualifications
- Audit and finance leadership: Audit committee financial expert; held VP Finance roles and led global audit at BP/Amoco; extensive financial oversight experience .
- Industry experience: Packaging/pulp/paper (International Paper); energy (BP/Amoco); diversified holding companies (Valhi/CompX) .
- Governance: Service on multiple affiliate boards; committee experience in audit and compensation governance .
Equity Ownership
| Security | Beneficial Ownership | Notes |
|---|---|---|
| Valhi common stock | 5,658 shares (less than 1% of class) | Directors disclaim beneficial ownership except to extent of pecuniary interest |
| CompX Class A common stock | 7,650 shares (less than 1% of class) | Directors disclaim beneficial ownership except to extent of pecuniary interest |
| Kronos Worldwide common stock | 0 shares | — |
| NL Industries common stock | 0 shares | — |
Governance Assessment
-
Strengths:
- Independence and attendance: Board-determined independence; 100% meeting attendance in 2024; audit committee financial expert designation supports high-quality financial oversight .
- Committee engagement: Active roles on Audit and Compensation committees; cross-board experience at CompX enhances understanding of affiliate governance .
- Shareholder sentiment: Strong Say-on-Pay support (93.2% in 2024), indicating broad investor approval of compensation practices .
-
Potential concerns and RED FLAGS:
- Controlled company exemptions: No independent nominating/governance committee and no compensation committee charter; full board handles nomination/governance, which may concentrate decision-making under controlling shareholder influence .
- Hedging policy: Valhi has not adopted specific hedging policies for employees/officers/directors; while insider trading policy applies, absence of a formal anti-hedging policy is a governance risk indicator for alignment .
- Ownership alignment: Director stock ownership guideline requires holdings valued at ≥3× base retainer, but the proxy does not disclose individual compliance status; Herrington’s beneficial ownership is disclosed, but compliance versus guideline is not stated (data gap) .
- Related-party ecosystem oversight: Extensive related-party arrangements (ISAs, tax sharing, loans/guarantees) are approved by independent directors/audit committee; while procedures exist and committee members report no interlocks, the breadth of affiliate transactions under a controlled structure necessitates continued scrutiny of independence in approvals .
-
Other signals:
- Compensation mix emphasizes cash over equity (roughly ~83% cash, ~17% equity for Herrington in 2024), which may modestly limit equity-based alignment relative to peers that use larger deferred equity components; however, annual equity grants and ownership guidelines are in place .
- Audit committee workload: Six meetings in 2024 (seven in 2023) reflect active oversight in a complex affiliate environment; Herrington’s financial expertise is additive .
Notes on Recent Filings
- No director-specific changes for Herrington in recent 8-Ks; the 10/31/2023 8-K reported the resignation of Kevin B. Kramer (not due to disagreement) and his appointment to Kronos Worldwide’s board .
- Section 16 compliance: Proxy reports directors and officers complied with Section 16(a) reporting for 2023 and 2024; individual Form 4 transaction details are not provided in the proxy .