Thomas E. Barry
About Thomas E. Barry
Thomas E. Barry, age 81, has served as an independent director of Valhi, Inc. since 2000; he is chairman of the Audit Committee and the Management Development and Compensation Committee. He is Professor of Marketing (emeritus since 2017) at SMU’s Cox School of Business, where he has served since 1970, and was SMU’s Vice President for Executive Affairs from 1995–2015. He has served as a director of CompX International Inc. since 2016 and is a member of its audit and management development and compensation committees. His board skills emphasize senior executive experience, corporate governance, finance, and financial accounting oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern Methodist University (Cox School of Business) | Professor of Marketing (Emeritus since 2017) | 1970–present (emeritus since 2017) | Senior academic leader; oversight and executive affairs experience |
| Southern Methodist University | Vice President for Executive Affairs | 1995–2015 | Senior executive role, governance and operations |
| Valhi, Inc. | Director; Chair, Audit; Chair, Management Development & Compensation | 2000–present | Long-tenured board leadership; committee chair across audit and compensation |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| CompX International Inc. | Director | 2016–present | Audit; Management Development & Compensation |
Board Governance
- Independence: The board determined Thomas E. Barry is independent under NYSE standards, with no material relationship other than serving as director. Valhi is a “controlled company” (Dixie Rice owns ~91.4%), and the board has elected not to have an independent nominations/corporate governance committee or committee charters for those functions. The compensation committee currently satisfies NYSE independence but does not have a charter.
- Committees and attendance: Board met 4 times in 2024; Audit Committee met 6 times; Management Development & Compensation Committee met 2 times. Each incumbent director attended all board and relevant committee meetings in 2024.
- Audit Committee leadership: Barry chairs the Audit Committee; the 2024 audit committee report (submitted March 6, 2025) confirms oversight of PwC’s independence and audit scope.
- Compensation Committee leadership: Barry chairs the Management Development & Compensation Committee; the 2025 committee report (submitted March 6, 2025) confirms review of the CD&A and recommendation to include it.
Fixed Compensation
| Year | Cash Retainer and Meeting Fees (Valhi) | Notes |
|---|---|---|
| 2024 | $101,000 | Cash component for director services at Valhi in 2024 |
- Additional affiliate board compensation (CompX): Barry earned $100,000 in cash for CompX director services in 2024.
Performance Compensation
- Valhi annual director equity grants: On the day of each annual meeting, eligible non-employee directors receive a fully vested grant of Valhi common stock valued at $20,000 (rounded to nearest 50 shares; capped at 5,000 shares), based on closing price on grant date. Directors may not sell shares from annual grants unless they continue to hold shares valued at least 3× the base annual cash retainer immediately after any sale.
| Award Type | Grant Date | Shares | Grant-date Closing Price | Grant-date Fair Value | Vesting |
|---|---|---|---|---|---|
| Valhi Common Stock (2021 Non-Employee Director Stock Plan) | May 23, 2024 | 1,050 | $18.94 | $19,887 | Fully vested at grant |
| CompX Class A Common Stock (affiliate board) | May 22, 2024 | 800 | $25.27 | $20,216 | Not specified; reported value per ASC 718 |
- No director performance metrics (TSR/EBITDA/etc.) are used for Valhi’s non-employee director equity grants; grants are fixed-value and fully vested at grant.
Other Directorships & Interlocks
| Company | Listing Status | Role | Committee Roles | Affiliate Relationship |
|---|---|---|---|---|
| CompX International Inc. | Public | Director (since 2016) | Audit; Management Development & Compensation | NL directly holds ~87.3% of CompX Class A; Valhi/NL/Kronos have cross-ownership and governance ties |
Expertise & Qualifications
- Financial literacy and audit oversight: Independent directors are financially literate; audit committee includes two “financial experts.” Barry chairs the Audit Committee.
- Academic/executive background: Decades of governance, finance, and accounting oversight experience from a large private educational institution and a former publicly held affiliate corporation.
Equity Ownership
| Security | Beneficial Ownership (Shares) | Percent of Class |
|---|---|---|
| Valhi Common Stock | 10,282 | * (Less than 1%) |
| CompX Class A Common Stock | 9,650 | * (Less than 1%) |
- Stock ownership guidelines for Valhi non-employee directors: must hold shares valued at least 3× base annual cash retainer; directors are restricted from selling annual grant shares unless post-sale holdings meet the 3× threshold. Compliance status for Barry is not disclosed.
Governance Assessment
- Positives:
- Long-tenured, engaged independent director with perfect 2024 attendance; chairs both Audit and Compensation committees, indicating central role in financial reporting and pay oversight.
- Transparent director compensation with modest equity grants and established stock ownership guidelines to promote alignment.
- Risks and potential conflicts:
- Controlled company status (91.4% owned by Dixie Rice) reduces certain NYSE governance requirements; no independent nominations/corporate governance committee or charter; compensation committee lacks a charter—this weakens formal checks and may concern minority investors.
- Significant related-party ecosystem: Compensation Committee reviews and recommends ISA charges with Contran; Audit Committee approves/ratifies certain related party transactions per RPT Policy—heightened conflict oversight burden.
- Affiliate interlocks: Barry serves on CompX board and committees and receives compensation from CompX; while common in controlled groups, it increases perceived influence concentration within related entities.
- Signals:
- Audit Committee and Compensation Committee reports, both signed in March 2025, signal active oversight of audit independence and CD&A inclusion; however, absence of a compensation committee charter at Valhi remains a structural red flag for governance purists.
Overall, Barry’s governance profile shows high engagement and finance oversight expertise but operates within a controlled-company framework with reduced formal governance structures and extensive related-party arrangements that require vigilant oversight to maintain investor confidence.