W. Hayden McIlroy
About W. Hayden McIlroy
Independent director of Valhi, Inc. since 2003; age 85 (as of 2025). Background includes private investing (primarily real estate) and former owner/CEO of McIlroy Bank and Trust (1975–1986), with founding experience in food and agricultural businesses, providing senior executive, finance, and governance oversight credentials . He serves on Valhi’s Audit and Management Development & Compensation (MD&C) Committees and is classified by the Board as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McIlroy Bank and Trust | Owner & Chief Executive Officer | 1975–1986 | Led a privately held bank; executive, operating, finance, accounting oversight experience |
| Various food/agricultural businesses | Founder | Not disclosed | Founding experience; operating and governance background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private investor (primarily real estate) | Investor | Ongoing | Investment and governance perspective from private holdings |
Board Governance
- Independence: Determined independent by the Board applying NYSE standards .
- Committees: Audit Committee member; MD&C Committee member (not chair) .
- Attendance: Board held four meetings in 2024; all incumbent directors attended all Board and committee meetings held while in office. In 2023, Board held four meetings; again, all incumbent directors attended all .
- Committee meeting frequency: Audit Committee met six times in 2024 and seven times in 2023; MD&C met twice in 2024 and once in 2023 .
- Leadership/independent sessions: Non-management and independent directors meet at least annually; audit chair presides in executive sessions; no lead independent director required/appointed .
- Controlled company exemptions: Valhi is a “controlled company” and does not maintain independent nominations/corporate governance committees or a compensation committee charter .
Fixed Compensation
- Structure: Annual cash retainers—Director $50,000 (effective July 1, 2024; previously $40,000), Chair of Board $50,000, Audit Committee Chair and any member designated “financial expert” $45,000 (if both capacities, only one retainer), other Audit Committee members $25,000, other committee members $5,000; meeting fees $1,000 per day plus hourly services up to $1,000/day .
- Death benefit: For non-employee directors first elected prior to 2022, beneficiary receives the annual retainer upon death while serving .
| Metric | 2023 | 2024 |
|---|---|---|
| Cash Fees Earned ($) | $77,000 | $81,000 |
| Meeting Fees Policy ($/day) | $1,000 | $1,000 |
| Director Base Retainer ($) | $40,000 | $50,000 (effective 7/1/2024) |
Performance Compensation
- Annual equity grants under the 2021 Non-Employee Director Stock Plan; grants are fully vested and tradable on grant date, subject to securities law restrictions. Directors may not sell grant-acquired shares unless post-sale holdings (including immediate household family) equal at least 3x the base annual cash retainer value .
| Equity Grant Detail | 2023 | 2024 |
|---|---|---|
| Shares Granted | 1,500 (grant date 5/25/2023) | 1,050 (grant date 5/23/2024) |
| Grant Date Fair Value ($) | $19,785 (closing price $13.19) | $19,887 (closing price $18.94) |
| Vesting | Fully vested at grant | Fully vested at grant |
| Plan | 2021 Non-Employee Director Stock Plan | 2021 Non-Employee Director Stock Plan |
| Ownership Guideline | ≥3x base retainer value | ≥3x base retainer value |
Note: No performance-based equity (e.g., PSUs) or options are granted to Valhi directors; grants are time-based and immediately vested .
Other Directorships & Interlocks
- Other public company boards for McIlroy: None disclosed in Valhi’s proxy biography .
- Compensation committee interlocks: None for McIlroy; MD&C membership disclosed with explicit “no interlocks” finding by the company for 2024 and 2023 .
Expertise & Qualifications
- Senior executive leadership in banking; governance and finance experience from privately held entities .
- Audit Committee “financial expert” designation: Not assigned to McIlroy (designations held by Herrington and Norris) .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 7,149 | 8,199 |
| % of Class | <1% | <1% |
| Indirect Holdings | Family partnership holds 6,983 of 2024 shares | Family partnership holds 8,033 of 2025 shares |
| Pledged Shares | Not disclosed for directors |
- Ownership of related public affiliates (Kronos Worldwide, NL, CompX): McIlroy reports no beneficial ownership of Kronos Worldwide or NL, and no CompX Class A shares; directors generally disclaim beneficial ownership except pecuniary interest .
Governance Assessment
- Engagement: Strong attendance record (all Board and committee meetings) in 2024 and 2023 suggests consistent engagement .
- Committee effectiveness: Long tenure on Audit and MD&C, but not designated a financial expert; Audit Committee has two financial experts to complement broader committee skills .
- Incentive alignment: Director equity grants are modest (~$20k annually) and fully vested at grant; ownership guidelines require sustained holdings ≥3x base retainer but individual compliance status is not disclosed. McIlroy’s beneficial holdings increased year-over-year (7,149 → 8,199) supporting alignment, albeit far below 1% ownership of Valhi .
- Conflicts/controlled company risks: Valhi’s “controlled company” status under NYSE rules reduces independent committee infrastructure (no independent nominations/governance committee; no compensation committee charter), and extensive related-party frameworks (ISAs, tax sharing, cash management loans, guarantees) persist; however, audit and MD&C committees of independent directors review/approve RPTs, and the company discloses “no interlocks” for MD&C members including McIlroy .
- Hedging policy: Company has not adopted a specific hedging policy for employees/directors; insider trading policy applies to hedging generally—this is a governance weakness vs. best practices .
- Shareholder feedback: Say-on-Pay achieved high approval (93.2% in 2024; 93.1% in 2023), though outcomes reflect the influence of a controlling stockholder (Dixie Rice ~91.4% of shares) .
Red Flags
- Controlled company governance exemptions (no independent nominations committee; no comp committee charter) .
- No dedicated hedging policy for directors (applies via insider trading policy only) .
- Extensive related-party transactions and financing within the Contran-controlled group, requiring ongoing robust independent oversight .
Signals of Confidence
- Full attendance and multi-decade board service .
- Increasing personal share ownership and adherence to director stock grant program .