UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.   20549
SCHEDULE 14A
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Valhi, Inc.
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Valhi, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240‑2697

March 26, 2019


To Our Stockholders:

You are cordially invited to attend the 2019 annual meeting of stockholders of Valhi, Inc., which will be held on Thursday, May 23, 2019, at 10:00 a.m., local time, at our corporate offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas  75240-2697.  The matters to be acted upon at the meeting are described in the attached notice of annual meeting of stockholders and proxy statement.
Whether or not you plan to attend the meeting, please cast your vote as instructed on your notice of internet availability of proxy materials or, if you have requested a paper copy, on the proxy card or voting instruction form, as promptly as possible to ensure that your shares are represented and voted in accordance with your wishes.  Your vote, whether given by proxy or in person at the meeting, will be held in confidence by the inspector of election as provided in our bylaws.

 
Sincerely,
 
 
Loretta J. Feehan
Chair of the Board
   
   
 
Robert D. Graham
Vice Chairman of the Board and
Chief Executive Officer
 
Valhi, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240‑2697

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 23, 2019

To the Stockholders of Valhi, Inc.:

The 2019 annual meeting of stockholders of Valhi, Inc. will be held on Thursday, May 23, 2019, at 10:00 a.m., local time, at our corporate offices at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas  75240-2697, for the following purposes:

1.
to elect the six director nominees named in the proxy statement to serve until the 2020 annual meeting of stockholders;

2.
to approve, on a nonbinding advisory basis, our named executive officer compensation; and

3.
to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
The close of business on March 25, 2019, has been set as the record date for the meeting.  Only holders of our common stock at the close of business on the record date are entitled to notice of and to vote at the meeting.  A complete list of stockholders entitled to vote at the meeting will be available for examination during normal business hours by any of our stockholders, for purposes related to the meeting, for a period of ten days prior to the meeting at our corporate offices.
You are cordially invited to attend the meeting.  Whether or not you plan to attend the meeting, please cast your vote by following the instructions on the notice of internet availability of proxy materials or, if you have requested a paper copy, on the proxy card or voting instruction form, as promptly as possible to ensure that your shares are represented and voted in accordance with your wishes.
By Order of the Board of Directors,

Andrew B. Nace, Secretary

Dallas, Texas
March 26, 2019


Important Notice Regarding the Availability of Proxy Materials for   the
Annual Stockholder Meeting to Be Held on May 23, 2019.

The proxy statement and a nnual report to stockholders (including Valhi’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018)   are available at   www.viewproxy.com/Valhi/2019 .

TABLE OF CONTENTS
Page
TABLE OF CONTENTS
Ownership of Valhi
Ownership of Related Companies
Nominees for Director
Current Executive Officers
Upcoming Executive Officer Changes
Controlled Company Status, Director Independence and Committees
2018 Meetings and Standing   Committees of the Board of Directors
Audit Committee
Management Development and Compensation Committee
Risk Oversight
Identifying and Evaluating Director Nominees
Leadership Structure of the Board of Directors and Independent Director Meetings
Stockholder Proposals and Director Nominations for the 2020 Annual Meeting of Stockholders
Communications with Directors
Compensation Committee Interlocks and Insider Participation
Code of Business Conduct and Ethics
Corporate Governance Guidelines
Availability of Corporate Governance Documents
Compensation Discussion and Analysis
Compensation Committee Report
Summary of Cash and Certain Other Compensation of Executive Officers
No Grants of Plan-Based Awards
No Outstanding Equity Awards at December 31, 2018
No Option Exercises or Stock Vested
Pension Benefits
Nonqualified Deferred Compensation
Pay Ratio Disclosure
Director Compensation
Compensation Policies and Practices as They Relate to Risk Management
Compensation Consultants
Related Party Transaction Policy
Relationships with Related Parties
Intercorporate Services Agreements
Risk Management Program
Tax Matters
Related Party Loans for Cash Management Purposes
Data Recovery Program
Guarantees Provided to Valhi by Affiliates and Related Items
Guarantees Provided by Valhi to Affiliates and Related Items
Prior Subsidiary Matters
Independent Registered Public Accounting Firm
Fees Paid to PricewaterhouseCoopers LLP
Preapproval Policies and Procedures
Background
Say-on-Pay Proposal
Effect of the Proposal
Vote Required

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GLOSSARY O F TERMS
“Alliance Advisors” means Alliance Advisors, LLC, our proxy management advisor who will act as inspector of election for the annual meeting of stockholders.
“BMI” means Basic Management, Inc., a land management company that is a subsidiary of Tremont.
“ brokerage firm or other nominee ” means a brokerage firm or other nominee such as a banking institution, custodian, trustee or fiduciary (other than our transfer agent, Computershare) through which a stockholder holds its shares of our common stock.
“ broker/nominee non-vote ” means a non-vote by a brokerage firm or other nominee for shares held for a client’s account for which the brokerage firm or other nominee does not have discretionary authority to vote on a particular matter and has not received instructions from the client.
“ Code ” means the Internal Revenue Code of 1986, as amended .
“ Computershare ” means Computershare Trust Company, N.A., our stock transfer agent and registrar.
“ CompX ” means CompX International Inc., one of our publicly held subsidiaries that manufactures security products and recreational marine components.
“ Contran ” means Contran Corporation, the parent corporation of our consolidated tax group.
“ Dixie Rice ” means Dixie Rice Agricultural L.L.C., one of our parent companies.
“ EWI ” means EWI RE, Inc., a reinsurance brokerage and risk management corporation wholly owned by NL.
“ Family Trust ” means the Harold C. Simmons Family Trust No. 2, of which Serena Simmons Connelly and Lisa K. Simmons are co-trustees.
“ independent directors ” means the following directors:  Thomas E. Barry, Terri L. Herrington, W. Hayden McIlroy and Mary A. Tidlund.
“ ISA ” means an intercorporate services agreement between Contran and a related company pursuant to which employees of Contran provide certain services, including executive officer services, to such related company on an annual fixed fee basis.
“ Kronos Worldwide ” means Kronos Worldwide, Inc., one of our publicly held subsidiaries that is an international manufacturer of titanium dioxide products.
“ LandWell ” means The LandWell Company L.P., a real estate development company that is a subsidiary of Tremont.
“ named executive officer ” means any person named in the 2018 Summary Compensation Table in this proxy statement.
“ NL ” means NL Industries, Inc., one of our publicly held subsidiaries that is a diversified holding company (i) of which CompX is a subsidiary and (ii) that holds a significant investment in Kronos Worldwide.
“ NLKW ” means NLKW Holding, LLC, a wholly-owned subsidiary of NL, which holds a significant equity interest in Kronos Worldwide.
“ NYSE ” means the New York Stock Exchange.
“ PCAOB” means the Public Company Accounting Oversight Board, a private sector, non-profit corporation that oversees auditors of U.S. public companies.
“ PwC ” means PricewaterhouseCoopers LLP, our independent registered public accounting firm.
“ record date ” means the close of business on March 25, 2019, the date our board of directors set for the determination of stockholders entitled to notice of and to vote at the 2019 annual meeting of our stockholders.
“ RPT Policy ” means the Amended and Restated Valhi, Inc. Policy Regarding Related Party Transactions dated January 26, 2018.
 “ Say-on-Pay ” means the second proposal in this proxy statement for a nonbinding advisory vote for the consideration of our stockholders to approve the compensation of our named executive officers as such proposal is described and as such compensation is disclosed in this proxy statement.
 “ SEC ” means the U.S. Securities and Exchange Commission.
“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended.
“ stockholder of record ” means a stockholder of our common stock   who holds shares in its name in certificate form or electronically with our transfer agent, Computershare.
“ Tall Pines ” means Tall Pines Insurance Company, an indirect wholly owned captive insurance subsidiary of ours.
 “ Tremont ” means Tremont LLC, one of our wholly owned subsidiaries.
“ Valhi ,” “ us ,” “ we ” or “ our ” means Valhi, Inc.
“ WCS ” means Waste Control Specialists LLC, which was an indirect privately held subsidiary of ours until the completion of its sale on January 26, 2018.
- ii -
Valhi, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240‑2697


PROXY STATEMENT


GENERAL INFORMATION
We are providing this proxy statement in connection with the solicitation of proxies by and on behalf of our board of directors for use at our 2019 annual meeting of stockholders to be held on Thursday, May 23, 2019, and at any adjournment or postponement of the meeting.  Holders of our common stock as of the close of business on March 25, 2019, are entitled to receive notice of and the right to vote at the annual meeting.  We will begin distributing a notice of internet availability of our proxy materials to the holders of our common stock on or about April 3, 2019.  Our proxy materials include:
·
the accompanying notice of the 2019 annual meeting of stockholders;
·
this proxy statement;
·
our 2018 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2018; and
·
a proxy card or voting instruction form.
We are not incorporating the 2018 annual report into this proxy statement, and you should not consider the annual report as proxy solicitation material.  The accompanying notice of annual meeting of stockholders sets forth the time, place and purposes of the meeting.  Our principal executive offices are located at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240‑2697.
Please refer to the Glossary of Terms on page ii for the definitions of certain terms used in this proxy statement.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Q:
What is the purpose of the annual meeting?
A:
At the annual meeting, stockholders will vote on the following, as described in this proxy statement:
·
Proposal 1 – the election of the six director nominees named in this proxy statement; and
·
Proposal 2 – the adoption of a nonbinding advisory resolution that approves the named executive officer compensation described in this proxy statement (Say-on-Pay).
In addition, stockholders will vote on any other matter that may properly come before the meeting.
Q:
How does the board recommend that I vote?
A:
The board of directors recommends that you vote FOR:
·
the election of each of the nominees for director named in this proxy statement; and
·
the approval and adoption of proposal 2 (Say-on-Pay).
Q:   Who is allowed to vote at the annual meeting?
A:
The board of directors has set the close of business on March 25, 2019 as the record date for the determination of stockholders entitled to notice of and to vote at the meeting.  Only holders of our common stock as of the close of business on the record date are entitled to vote at the meeting.  On the record date, 339,170,949 shares of our common stock were issued and outstanding.  Each share of our common stock entitles its holder to one vote.

Q:
W hy did I receive a notice regarding the internet availability of proxy materials instead of paper copies of the proxy materials?
A:
Pursuant to the SEC notice and access rules we furnish proxy materials over the internet to both our stockholders of record and our stockholders who hold our common stock through a brokerage firm or other nominee.  We believe that taking advantage of these rules expedites our stockholders’ receipt of proxy materials, while also lowering the costs associated with conducting our annual meeting.  You can find instructions on how to access and review the proxy materials, and how to vote over the internet, on the notice of internet availability of proxy materials that you received.  The notice also contains instructions on how you can receive a paper copy of this proxy statement, our 2018 Annual Report to Stockholders and a voting instruction form or proxy card.
Q:
How do I vote if I am a stockholder of record?
A:
If you hold shares of our common stock in your name in certificate form or electronically with our transfer agent, Computershare, and not through a brokerage firm or other nominee, you are a stockholder of record.  As a stockholder of record, you may:
·
vote over the internet at www.AALvote.com/VHI ;
·
vote by telephone using the voting procedures set forth on your proxy card;
·
instruct the agents named on your proxy card how to vote your shares by completing, signing and mailing the proxy card in the envelope provided; or
·
vote in person at the annual meeting.
Q:
What are the consequences if I am a stockholder of record and I execute my proxy card but do not indicate how I would like my shares voted for one or more of the director nominees named in this proxy statement or proposal 2 (Say-on-Pay)?
A:
If you are a stockholder of record the agents named on your proxy card will vote your shares on such uninstructed nominee or proposal as recommended by the board of directors in this proxy statement.
Q:
How do I vote if my shares are held through a brokerage firm or other nominee?
A:
If you hold your shares through a brokerage firm or other nominee, you must follow the instructions on your notice of internet availability of proxy materials or on your voting instruction form, on how to vote your shares.  In order to ensure your brokerage firm or other nominee votes your shares in the manner you would like, you   must provide voting instructions to your brokerage firm or other nominee by the deadline provided on your notice of internet availability of proxy materials or voting instruction form.
Brokerage firms or other nominees may not vote your shares on the election of a director nominee or proposal 2 (Say-on-Pay) in the absence of your specific instructions as to how to vote.  We encourage you to provide instructions to your brokerage firm or other nominee regarding the voting of your shares.   If you do not instruct your brokerage firm or other nominee how to vote with respect to the election of a director nominee or proposal 2 (Say-on-Pay) , your brokerage firm or other nominee may not vote with respect to the election of such director nominee or on proposal 2 (Say-on-Pay) and your vote will be counted as a “broker/nominee non-vote.”  “Broker/nominee non-votes” are non-votes by a brokerage firm or other nominee for shares held in a client’s account for which the brokerage firm or other nominee does not have discretionary authority to vote on a particular matter and has not received instructions from the client.  How we treat broker/nominee non-votes is separately described in each of the answers below regarding what constitutes a quorum and the requisite votes necessary to elect a director nominee or approve proposal 2 (Say-on-Pay).
- 2 -
Q:
If I hold my shares through a brokerage firm or other nominee, how may I vote in person at the annual meeting?
A:
If you wish to vote in person at the annual meeting, you will need to follow the instructions on your notice of internet availability of proxy materials or voting instruction form on how to obtain the appropriate documents to vote in person at the meeting.
Q:
Who will count the votes?
A:
The board of directors has appointed Alliance Advisors to ascertain the number of shares represented, tabulate the vote and serve as inspector of election for the meeting.
Q:
Is my vote confidential?
A:
Yes.  All proxy cards, ballots or voting instructions will be kept confidential in accordance with our bylaws.
Q:
How do I change or revoke my proxy instructions if I am a stockholder of record?
A:
If you are a stockholder of record, you may change or revoke your proxy instructions in any of the following ways:
·
delivering to Alliance Advisors a written revocation;
·
submitting another proxy card bearing a later date;
·
changing your vote on www.AALvote.com/VHI ;
·
using the telephone voting procedures set forth on your proxy card; or
·
voting in person at the annual meeting.
Q:
How do I change or revoke my voting instructions if my shares are held through a brokerage firm or other nominee?
A:
If your shares are held through a brokerage firm or other nominee, you must follow the instructions from your brokerage firm or other nominee on how to change or revoke your voting instructions or how to vote in person at the annual meeting.

Q:
What constitutes a quorum?
A:
A quorum is the presence, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote at the meeting.
S hares that are voted “abstain” or “withheld” are counted as present and entitled to vote and are, therefore, included for purposes of determining whether a quorum is present at the annual meeting.
As already discussed in the previous answer regarding how to vote shares held through a brokerage firm or other nominee , there are no proposals for the annual meeting that would allow a brokerage firm or nominee to vote uninstructed shares.  If a brokerage firm or other nominee receives no instruction for the election of any director nominee and receives no instruction for proposal 2 (Say-on-Pay) , such uninstructed shares will be counted as not entitled to vote and are, therefore, not considered for purposes of determining whether a quorum is present at the annual meeting.  If a brokerage firm or other nominee receives instructions on the election of at least one director nominee or on proposal 2 (Say-on-Pay) , such instructed shares will be counted as present and entitled to vote and are, therefore, included for purposes of determining whether a quorum is present at the annual meeting.
Dixie Rice directly held approximately 91.5% of the outstanding shares of our common stock as of the record date.  Dixie Rice has indicated its intention to have its shares of our common stock represented at the meeting.  If Dixie Rice attends the meeting in person or by proxy, the meeting will have a quorum present.
- 3 -
Q:
Assuming a quorum is present, what vote is required to elect a director nominee?
A:
A plurality of affirmative votes of the holders of our outstanding shares of common stock represented and entitled to vote at the meeting is necessary to elect each director nominee.  You may indicate on your proxy card or in your voting instructions that you desire to withhold authority to vote for any of the director nominees.  Since director nominees need only receive a plurality of affirmative votes from the holders represented and entitled to vote at the meeting to be elected, a vote withheld or a broker/nominee non-vote regarding a particular nominee will not affect the election of such director nominee.
Dixie Rice has indicated its intention to have its shares of our common stock represented at the meeting and to vote such shares FOR the election of each of the director nominees named in this proxy statement.  If Dixie Rice attends the meeting in person or by proxy and votes as indicated, the stockholders will elect all of the nominees named in this proxy statement to the board of directors.
Q:
Assuming a quorum is present, what vote is required to adopt and approve proposal 2 (Say-on-Pay)?
A:
The stockholder resolution contained in this proposal provides that the nonbinding affirmative vote of the holders of the majority of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter will be the requisite vote to adopt the resolution and approve the compensation of our named executive officers as such compensation is disclosed in this proxy statement.  Abstentions will be counted as represented and entitled to vote and will therefore have the effect of a negative vote.  Broker/nominee non-votes will not be counted as entitled to vote and will have no effect on this proposal.
Dixie Rice has indicated its intention to have its shares of our common stock represented at the meeting and to vote such shares FOR this nonbinding advisory proposal.  If Dixie Rice attends the meeting in person or by proxy and votes as indicated, the stockholders will, by a nonbinding advisory vote, approve this proposal.
Q:
Assuming a quorum is present, what vote is required to approve any other matter to come before the meeting?
A:
Except as applicable laws may otherwise provide, the approval of any other matter that may properly come before the meeting will require the affirmative votes of the holders of the majority of the outstanding shares represented and entitled to vote at the meeting.  Abstentions will be counted as represented and entitled to vote and will therefore have the effect of a negative vote.

Q:
If I am a stockholder of record, how will the agents named on my proxy card vote on any other matter to come before the meeting?
A:
If you are a stockholder of record and to the extent allowed by applicable law, the agents named on your proxy card will vote in their discretion on any other matter that may properly come before the meeting.
Q:
Who will pay for the cost of soliciting the proxies?
A:
We will pay all expenses related to the solicitation, including charges for preparing, printing, assembling and distributing all materials delivered to stockholders.  In addition to the solicitation by mail, our directors, officers and regular employees may solicit proxies by telephone or in person for which such persons will receive no additional compensation.  Upon request, we will reimburse brokerage firms or other nominees for their reasonable out-of-pocket expenses incurred in distributing proxy materials and voting instruction forms to the beneficial owners of our common stock that hold such stock in accounts with such entities.
- 4 -

CONTROLLING STOCKHOLDER
Dixie Rice is the direct holder of approximately 91.5% of the outstanding shares of our common stock as of the record date.  Dixie Rice has indicated its intention to have its shares of our common stock represented at the meeting and to vote such shares FOR the election of each of the director nominees named in this proxy statement and FOR proposal 2 (Say-on-Pay).  If Dixie Rice attends the meeting in person or by proxy and votes as indicated, the meeting will have a quorum present and the stockholders will elect all of the nominees named in this proxy statement to the board of directors and will approve proposal 2.
SECURITY OWNERSHIP
Ownership of Valhi .  The following table and footnotes set forth as of the record date the beneficial ownership, as defined by regulations of the SEC, of our common stock held by each individual, entity or group known to us to own beneficially more than 5% of the outstanding shares of our common stock, each of our current directors, each of the named executive officers, and all of our current directors and executive officers as a group.  See footnote 3 below for information concerning the relationships of certain individuals and entities that may be deemed to own indirectly and beneficially more than 5% of the outstanding shares of our common stock.  All information is taken from or based upon ownership filings made by such individuals or entities with the SEC or upon information provided by such individuals or entities.
 
Valhi Common Stock (1)
Name of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent of
Class (2)
       
5% Stockholders
     
       
Harold C. Simmons Family Trust No. 2; Lisa K. Simmons and Serena Simmons Connelly as co-trustees
310,346,282
(3)(4)
91.5%
       
Serena Simmons Connelly  
56,136
(3)
*
       
Directors and Named Executive Officers
     
       
Thomas E. Barry  
58,400
(5)
*
Loretta J. Feehan  
9,900
(5)
*
Robert D. Graham  
4,000
(5)
*
Terri L. Herrington  
2,900
(5)
*
W. Hayden McIlroy  
33,400
(5)(6)
*
Mary A. Tidlund  
6,900
(5)
*
       
Kelly D. Luttmer  
-0-
(5)
-0-
Andrew B. Nace  
-0-
(5)
-0-
Courtney J. Riley  
-0-
(5)
-0-
Gregory M. Swalwell  
3,498
(5)
*
       
Current directors and executive officers as a group (17 persons)
118,998
(5)
*
 
                                                                   
*   Less than 1%.
(1)
Beneficial ownership as reported in the above table has been determined in accordance with Rule 13d-3 under the Securities Exchange Act, and is not necessarily indicative of beneficial ownership for any other purpose.  Except as otherwise noted, the listed entities, individuals or group have sole investment power and sole voting power as to all shares set forth opposite their names.  The business address for each listed person or entity is Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697.
(2)
The percentages set forth above and in the following footnotes are based on 339,185,449 shares of our common stock outstanding as of the record date.  NL (including a wholly owned subsidiary of NL) and Kronos Worldwide own 14,372,970 shares and 1,724,916 shares, respectively, of our common stock.  Since NL and Kronos Worldwide are majority owned subsidiaries of ours, pursuant to Delaware law we treat the shares of our common stock that NL and Kronos Worldwide own as treasury stock for voting purposes.  Pursuant to Section 13(d)(4) of the Securities Exchange Act, such shares are not deemed outstanding for the purposes of calculating the percentage ownership of the outstanding shares of our common stock as of the record date in this proxy statement.
(3)
The following is a description of certain related entities or persons that may be deemed to beneficially own outstanding shares of our common stock.
- 5 -
All of Contran’s outstanding voting stock is held by the Family Trust or is held directly by Lisa K. Simmons and Serena Simmons Connelly or entities related to them.  As co-trustees of the Family Trust, each of Ms. Simmons and Ms. Connelly has the shared power to vote and direct the disposition of the shares of Contran stock held by the Family Trust, and Ms. Simmons and Ms. Connelly each has the power to vote and direct the disposition of the shares held directly by them and the entities related to them.  Ms. Simmons and Ms. Connelly are sisters and also serve as the co-chairs of the board of directors of Contran.
Contran is the sole owner of 100% of our outstanding shares of non-voting preferred stock.  Contran is also the holder of the sole membership interest of Dixie Rice and may be deemed to control Dixie Rice.
Ms. Simmons and Ms. Connelly directly hold, or are related to the following person or entities that directly hold, the following percentages of the outstanding shares of NL common stock:
Valhi  
82.9%
Kronos Worldwide  
Less than 1%
Serena Simmons Connelly  
Less than 1%

Ms. Simmons and Ms. Connelly directly hold, or are related to the following entities that directly hold, the following percentages of the outstanding shares of Kronos Worldwide common stock:
Valhi  
50.0%
NLKW  
30.4%
Contran  
Less than 1%
Serena Simmons Connelly  
Less than 1%

By virtue of the stock ownership in each of Dixie Rice and Contran, the role of Ms. Simmons and Ms. Connelly as co-trustees of the Family Trust, Ms. Simmons and Ms. Connelly being beneficiaries of the Family Trust, the direct holdings of Contran voting stock by each of Ms. Simmons and Ms. Connelly and entities related to them, and the positions as co-chairs of the Contran board by each of Ms. Simmons and Ms. Connelly, in each case as described above:
·
Ms. Simmons and Ms. Connelly may be deemed to control the Family Trust;
·
Ms. Simmons and Ms. Connelly may be deemed to control each of Contran, Dixie Rice, NL, Kronos Worldwide, CompX and us; and
·
Ms. Simmons and Ms. Connelly, Contran, Dixie Rice, NL and Kronos Worldwide and we may be deemed to possess indirect beneficial ownership of shares of common stock directly held by such entities , including any shares of our common stock.
Except for the 56,136 shares of our common stock she holds directly or through a trust for which she is sole trustee and sole beneficiary, Ms. Connelly disclaims beneficial ownership of all shares of our common stock, except to the extent of her pecuniary interest in such shares, if any. Ms. Simmons disclaims beneficial ownership of all shares of our common stock except to the extent of her pecuniary interest in such shares, if any.
(4)
The shares attributable to the Family Trust and co-trustees consist of the 310,346,282 shares of our common stock held directly by Dixie Rice.
(5)
Each of our directors or executive officers disclaims beneficial ownership of any shares of our common stock, except to the extent he or she has a pecuniary interest in such shares, if any.
(6)
A family partnership of which Mr. McIlroy is a general partner holds 31,400 of these shares in a margin account at a brokerage firm.
We understand that Contran and related entities or persons may consider acquiring or disposing of shares of our common stock through open market or privately negotiated transactions, depending upon future developments, including, but not limited to, the availability and alternative uses of funds, the performance of our common stock in the market, an assessment of our business and prospects, financial and stock market conditions and other factors deemed relevant by such entities.  We may similarly consider acquisitions of shares of our common stock and acquisitions or dispositions of securities issued by related entities.
- 6 -
Ownership of Related Companies .  Some of our directors and executive officers own equity securities of certain companies related to us.
Ownership of Kronos Worldwide and NL .  The following table and footnotes set forth the beneficial ownership, as of the record date, of the shares of Kronos Worldwide and NL common stock held by each of our current directors, each of the named executive officers, and all of our current directors and executive officers as a group.  All information is taken from or based upon ownership filings made by such persons with the SEC or upon information provided by such persons.
 
Kronos Worldwide Common Stock
NL Common Stock
 
Name of Beneficial Owner
Amount and Nature
of Beneficial
Ownership (1)
Percent of
Class
(1)(2)
Amount and Nature
of Beneficial
Ownership (1)
Percent of
Class
(1)(3)
         
Thomas E. Barry  
-0-
(4)
-0-
-0-
(4)
-0-
Loretta J. Feehan  
6,300
(4)
*
8,600
(4)
*
Robert D. Graham
11,000
(4)
*
6,500
(4)
*
Terri L. Herrington
-0-
(4)
-0-
-0-
(4)
-0-
W. Hayden McIlroy
-0-
(4)
-0-
-0-
(4)
-0-
Mary A. Tidlund  
-0-
(4)
-0-
-0-
(4)
-0-
             
Kelly D. Luttmer  
-0-
(4)
-0-
-0-
(4)
-0-
Andrew B. Nace  
475
(4)
*
-0-
(4)
-0-
Courtney J. Riley  
-0-
(4)
-0-
-0-
(4)
-0-
Gregory M. Swalwell
-0-
(4)
-0-
-0-
(4)
-0-
             
Current directors and executive officers as a group (17 persons)
24,275
(4)
*
15,100
(4)
*
 
                                                                        
*   Less than 1%.
(1)
Beneficial ownership as reported in the above table has been determined in accordance with Rule 13d-3 under the Securities Exchange Act, and is not necessarily indicative of beneficial ownership for any other purpose.  Except as otherwise noted, the listed individuals or group have sole investment power and sole voting power as to all shares set forth opposite their names.
(2)
The percentages are based on 115,907,698 shares of Kronos Worldwide common stock outstanding as of the record date.
(3)
The percentages are based on 48,727,484 shares of NL common stock outstanding as of the record date.
(4)
Each of our directors or executive officers disclaims beneficial ownership of any shares of Kronos Worldwide or NL common stock, except to the extent he or she has a pecuniary interest in such shares, if any.
- 7 -
Ownership of CompX.  The following table and footnotes set forth the beneficial ownership, as of the record date, of the CompX class A common stock held by each of our directors, each named executive officer, and all of our current directors and executive officers as a group.  All information is taken from or based upon ownership filings made by such persons with the SEC or upon information provided by such persons.
 
CompX Class A Common Stock
Name of Beneficial Owner
Amount and Nature of
Beneficial Ownership (1)
Percent of
Class (1)
     
Thomas E. Barry  
3,350
(2)
*
Loretta J. Feehan  
5,350
(2)
*
Robert D. Graham  
1,000
(2)
*
Terri L. Herrington  
1,350
(2)
*
W. Hayden McIlroy  
-0-
(2)
-0-
Mary A. Tidlund  
3,350
(2)
*
       
Kelly D. Luttmer  
200
(2)
*
Andrew B. Nace  
-0-
(2)
-0-
Courtney J. Riley  
-0-
(2)
-0-
Gregory M. Swalwell  
-0-
(2)
-0-
       
Current directors and executive officers as a group (17 persons)
14,600
(2)
*
 
                                                                   
*   Less than 1%.
(1)
Beneficial ownership as reported in the above table has been determined in accordance with Rule 13d-3 under the Securities Exchange Act, and is not necessarily indicative of beneficial ownership for any other purpose.  Except as otherwise noted, the listed individuals or group have sole investment power and sole voting power as to all shares set forth opposite their names.  The percentages are based on 1 2,435,557 shares of CompX class A common stock outstanding as of the record date.  NL directly holds approximately 86.5% of the outstanding shares of CompX class A common stock.
(2)
Each of our directors or executive officers disclaims beneficial ownership of any shares of CompX class A common stock, except to the extent he or she has a pecuniary interest in such shares, if any.
- 8 -
PROPOSAL 1
ELECTION OF DIRECTORS
Our bylaws provide that the board of directors shall consist of one or more members as determined by our board of directors or stockholders.  The board of directors has currently set the number of directors at six.  The board of directors recommends the six director nominees named in this proxy statement for election at our 2019 annual stockholder meeting.  The directors elected at the meeting will hold office until our 2020 annual stockholder meeting and until their successors are duly elected and qualified or their earlier removal or resignation.
All of the nominees are currently members of our board of directors whose terms will expire at the 2019 annual meeting.  All of the nominees have agreed to serve if elected.  If any nominee is not available for election at the meeting, your shares will be voted FOR an alternate nominee to be selected by the board of directors, unless you withhold authority to vote for such unavailable nominee.  The board of directors believes that all of its nominees will be available for election at the meeting and will serve if elected.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE FOLLOWING NOMINEES FOR DIRECTOR.
Nominees for Director .  All of our nominees have extensive senior management and policy-making experience or significant accounting experience.  We believe all of our nominees are knowledgeable about our businesses.  Each of our independent directors is financially literate.  The board of directors considered each nominee’s specific business experiences described in the biographical information provided below in determining whether to nominate him or her for election as a director.
Thomas E. Barry , age 75, has served on our board of directors since 2000.  Dr. Barry has held the position of professor of marketing in the Edwin L. Cox School of Business at Southern Methodist University since 1970, with emeritus status beginning in 2017.  He also served the university as vice president for executive affairs from 1995 to 2015.  Since 2016, he has served as a director of CompX and a member of its audit and management development and compensation committees.  He is chairman of our audit and management development and compensation committees.

Dr. Barry has over 18 years of experience on our board of directors, audit committee and management development and compensation committee.  He also has senior executive, operating, corporate governance, finance and financial accounting oversight experience from a large, non-profit, private educational institution and from a former publicly held corporation affiliated with us, which was publicly held at the time he served as one of its directors.

Loretta J. Feehan, age 63, has served as chair of the board (non-executive) of us, CompX, Kronos Worldwide and NL since 2017, and as a director of each such company since 2014.  She is a certified public accountant who consults on financial and tax matters.  She served as a tax partner with Deloitte and Touche LLP in the Denver office until 1992 primarily serving corporate clients.  Ms. Feehan also taught continuing education courses to tax practitioners around the country for many years.   Ms. Feehan has been a financial advisor to Serena Simmons Connelly and Lisa K. Simmons since prior to 2014.

Ms. Feehan has five years of experience as a director of us, CompX, Kronos Worldwide and NL.  She also has over 41 years of financial and tax accounting and auditing experience, certain years of which were as a partner of one the largest international accounting firms.

Robert D. Graham, ag e 63, has served on our board of directors since 2016, as our vice chairman of the board since May 2017, as our chief executive officer since January 2017, and as our president since 2016.  He previously served as our chairman of the board from January 2017 to May 2017, as our executive vice president from 2014 to 2016, as our chief legal officer from 2015 to 2017, and as our vice president from 2003 to 2014.  He currently serves as vice chairman of the board, president and chief executive officer of Kronos Worldwide, as vice chairman of the board and chief executive officer of NL, as vice chairman of the board of CompX, and as president and chief executive officer of Contran.  He has served as a director of Contran, Kronos Worldwide and CompX since 2016, and as a director of NL since 2014.  Mr. Graham has served with various companies related to us and Contran since 2002.
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Mr. Graham has extensive experience with our business.  He also has senior executive, operating, corporate governance, finance and financial accounting oversight experience with us and from other publicly and privately held entities related to us for which he currently serves or formerly served.

Terri L. Herrington , age 63, has served on our board of directors since March 2018.  Ms. Herrington is a private investor.  She retired from International Paper Company, a worldwide producer of fiber-based packaging, pulp and paper, at the end of 2016.  Ms. Herrington worked for International Paper for nine years, including as their vice president finance beginning in 2011, and before that as their consumer packaging vice president finance and strategy and as their vice president internal audit.  Prior to joining International Paper, Ms. Herrington spent over 25 years with BP p.l.c. (and the former Amoco Corporation), a global producer of oil and gas, where she held a variety of finance and commercial positions, lastly as their global Director of Audit for Finance and Financial Control.  Since March 2018, Ms. Herrington has served as a director and on the audit committee of CompX.  She is a member of our audit committee.
Ms. Herrington has one year of experience on the boards of directors and audit committees of Valhi and CompX.  She also has senior executive, operating, corporate governance, finance, and financial accounting oversight experience from two publicly-traded companies for which she formerly served.
W. Hayden McIlroy , age 79, has served on our board of directors since 2003.  He is a private investor, primarily in real estate.  From 1975 to 1986, Mr. McIlroy was the owner and chief executive officer of McIlroy Bank and Trust in Fayetteville, Arkansas.  He also founded other businesses, primarily in the food and agricultural industries.  Mr. McIlroy is a member of our audit and management development and compensation committees.

Mr. McIlroy has over 15 years of experience on our board of directors, audit committee and management development and compensation committee.  He also has senior executive, operating, corporate governance, finance and financial accounting oversight experience from a privately held bank and other privately held entities for which he formerly served.

Mary A. Tidlund , age 62, has served on our board of directors since 2016, and she previously served on our board of directors from 2014 to 2015.  Ms. Tidlund is a private investor.  From 1998 to June 2017, she served as the president of The Mary A. Tidlund Charitable Foundation, a charitable organization that designed and funded sustainable development projects around the world.  From 1989 to 1995, she served as president and chief executive officer of Williston Wildcatters Oil Corporation, a former publicly traded oil exploration and service company.  Ms. Tidlund has served as a director and on the audit committee of CompX since 2016.  She is a member of our audit committee.

Ms. Tidlund has four years of experience on our board of directors and audit committee, and three years of experience on the board of directors and audit committee of CompX.  She also has senior executive, operating, corporate governance, finance and financial accounting oversight experience from a publicly traded oil exploration and service company for which she formerly served.
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EXECUTIVE OFFICERS
Current Executive Officers .  Set forth below is certain information relating to our executive officers.  Each executive officer serves at the pleasure of the board of directors.  Biographical information with respect to Robert D. Graham is set forth under the Nominees for Director subsection above.
 
Name
 
Age
 
Position(s)
Robert D. Graham
63
Vice Chairman of the Board, President and Chief Executive Officer
Kelly D. Luttmer
55
Executive Vice President and Chief Tax Officer
Gregory M. Swalwell
62
Executive Vice President, Chief Financial Officer and Chief Accounting Officer
Andrew B. Nace
54
Executive Vice President, General Counsel and Secretary
Courtney J. Riley
53
Executive Vice President, Environmental Affairs
James W. Brown
62
Vice President, Business Planning and Strategic Initiatives
Steve S. Eaton  
60
Vice President and Director of Internal Control over Financial Reporting
Jane R. Grimm  
48
Vice President and Assistant Secretary
Bryan A. Hanley
38
Vice President and Treasurer
Janet G. Keckeisen
63
Vice President, Corporate Strategy and Investor Relations
Amy Allbach Samford
44
Vice President and Controller
John A. Sunny  
56
Vice President, Information Technology

Kelly D. Luttmer has served as our executive vice president since 2014, and as our chief tax officer since 2015. She served as our global tax director from 2011 to 2015, as our tax director from 1998 to 2011, and as our vice president from 2005 to 2014.  She currently serves as executive vice president and chief tax officer of Kronos Worldwide, NL, CompX and Contran.  Ms. Luttmer has served in tax accounting positions (including officer positions) with various companies related to us and Contran since 1989.

Gregory M. Swalwell has served as our chief financial officer since 2016, as our chief accounting officer since 2015, and as our executive vice president since 2014.  He previously served as our controller from 1999 to 2016, and as our vice president from 1999 to 2014.  He currently serves as executive vice president and chief financial officer of NL and Kronos Worldwide, as executive vice president of CompX, and as executive vice president, chief financial officer and chief accounting officer of Contran.  Mr. Swalwell has served in various accounting and financial positions (including officer positions) with Contran and various other companies related to us since 1988.  As discussed below in the Upcoming Executive Officer Changes section, Mr. Swalwell has provided notice to us, CompX, Kronos Worldwide and NL that he will retire as an officer of us and those companies effective June 1, 2019.

Andrew B. Nace has served as our executive vice president and secretary since 2017 and as our general counsel since 2013.  He previously served as our senior vice president from 2015 to 2017, and as our vice president from 2013 to 2015.  He currently serves as executive vice president of CompX, NL and Kronos Worldwide, and as executive vice president, general counsel and secretary of Contran.  Mr. Nace has served as legal counsel (including officer positions) to companies related to us and Contran since 2003.

James W. Brown has served as our vice president, business planning and strategic initiatives since 2013.  He currently serves as vice president, chief financial officer and controller of CompX.  Mr. Brown has served in accounting and financial positions (including officer positions) with various companies related to us and Contran since 2003.

Steven S. Eaton has served as our vice president and director of internal control over financial reporting since May 2015.  He currently serves as vice president and director of internal control over financial reporting for CompX, Kronos Worldwide and NL.  Mr. Eaton has served in internal audit positions (including officer positions) with various companies related to us and Contran since 2006.

Jane R. Grimm has served as our vice president, assistant secretary and associate general counsel since March 2019.  Ms. Grimm has served in legal positions (including officer positions) with various companies related to us and Contran since 2010.
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Bryan A. Hanley has served as our vice president and treasurer since 2017.  He currently serves as vice president and treasurer of CompX, Contran, Kronos Worldwide and NL.  From 2013 to 2017, Mr. Hanley served as assistant treasurer and director, investor relations of Pier 1 Imports, Inc., a publicly traded retailer specializing in home furnishings and decor, and also served as its assistant treasurer from 2010 to 2013.
Janet G. Keckeisen has served as our vice president, corporate strategy and investor relations since 2013.  She served as our vice president, investor relations from 2011 to 2013.  She currently serves as vice president, corporate strategy and investor relations of Kronos Worldwide.  Ms. Keckeisen has served in accounting and financial positions (including officer positions) with various companies related to us and Contran since 2007.

Courtney J. Riley has served as our executive vice president, environmental affairs since 2017.  She previously served as our vice president, environmental affairs from 2015 to 2017.  She currently serves as president of NL, as vice president, environmental affairs of Kronos Worldwide, and as senior vice president, environmental affairs of Contran.  Ms. Riley has served as legal counsel to and in environmental positions (including officer positions) with various companies related to us and Contran since 2009.

Amy Allbach Samford has served as our vice president and controller since 2016.  She currently serves as vice president and controller of NL and Contran.  Ms. Samford has served in various accounting and financial positions (including officer positions) in various companies related to us and Contran since 2006.

John A. Sunny has served as our vice president, information technology since 2015.  He currently serves as Kronos Worldwide’s vice president and chief information officer and as Contran’s vice president, information technology.  Mr. Sunny has served in information technology positions (including officer positions) with various companies related to us and Contran since 2003.

Upcoming Executive Officer Changes .  On March 18, 2019, Gregory M. Swalwell, our executive vice president, chief financial officer and chief accounting officer, provided notice to us that, effective as of June 1, 2019, he will retire as one of our officers.  In connection with his retirement from us, Mr. Swalwell has also provided notice to Kronos Worldwide, NL and CompX that he will also retire as an officer of those companies as of such date.  Following such retirements, Mr. Swalwell will continue to be employed by Contran and will continue to serve as executive vice president, chief financial officer and chief accounting officer of Contran.

Following such retirement notice of Mr. Swalwell, our board of directors took action, also effective as of June 1, 2019, to:

·
elect James W. Brown, currently our vice president, business planning and strategic initiatives, as our senior vice president and chief financial officer; and
·
elect Michael S. Simmons, currently director of special projects of Contran and vice president, finance of Kronos, as our vice president and chief accounting officer.

Mr. Brown will also become senior vice president and chief financial officer of Kronos effective as of June 1, 2019, and will no longer serve as an officer of CompX effective as of such date.

Amy A. Samford, our vice president and controller, will also become vice president and chief financial officer of CompX and NL effective as of June 1, 2019.

Mr. Simmons, age 47, has served as director of special projects of Contran since April 2018 and as vice president, finance of Kronos since March 2019.  From 1994 to March 2018, Mr. Simmons was employed by PwC, most recently as a managing director.

CORPORATE GOVERNANCE
Controlled Company Status, Director Independence and Committees .  Because of Dixie Rice’s ownership of approximately 91.5% of the outstanding shares of our common stock, we are considered a controlled company under the listing standards of the NYSE.  Pursuant to the listing standards, a controlled company may choose not to have a majority of independent directors, independent compensation, nominations or corporate governance committees or charters for these committees.  We have chosen not to have an independent nominations or corporate governance committee or charters for these committees.  Our board of directors believes that the full board of directors best represents the interests of all of our stockholders and that it is appropriate for all matters that would otherwise be considered by a nominations, corporate governance or risk oversight committee to be considered and acted upon by the full board of directors.  Applying the NYSE director independence standards without any additional categorical standards, our board of directors has determined that Thomas E. Barry, Terri L. Herrington, W. Hayden McIlroy and Mary A. Tidlund are independent and have no material relationship with us other than serving as our directors.  While the members of our management development and compensation committee currently satisfy the independence requirements of the NYSE, we have chosen not to satisfy all of the NYSE corporate governance standards for a compensation committee, including not having a charter for our management development and compensation committee.
- 12 -


2018 Meetings and Standing Committees of the Board of Directors .  The board of directors held five meetings in 2018.  Each of our incumbent directors attended all of the board meetings and meetings of the committees on which he or she served that were held while he or she was in office during 2018.  It is expected that each director nominee will attend our 2019 annual meeting of stockholders, which is held immediately before the annual meeting of the board of directors.  All six of the directors who were elected at our 2018 annual stockholder meeting attended such meeting.
The board of directors has established and delegated authority to two standing committees, which are described below.  The board of directors is expected to elect the members of the standing committees at the board of directors annual meeting immediately following the annual stockholder meeting.  The board of directors has previously established, and from time to time may establish, other committees to assist it in the discharge of its responsibilities.
Audit Committee .  Our audit committee assists with the board of directors’ oversight responsibilities relating to our financial accounting and reporting processes and auditing processes.  The purpose, authority, resources and responsibilities of our audit committee are more specifically set forth in its charter.  Applying the requirements of the NYSE corporate governance standards (without additional categorical standards) and SEC regulations, as applicable, the board of directors has previously determined that:
·
each member of our audit committee is independent, financially literate and has no material relationship with us other than serving as our director; and
·
Ms. Terri L. Herrington is an “audit committee financial expert.”
No member of our audit committee serves on more than three public company audit committees.  For further information on the role of our audit committee, see the Audit Committee Report in this proxy statement.  The current members of our audit committee are Thomas E. Barry (chairman), Terri L. Herrington, W. Hayden McIlroy and Mary A. Tidlund.  Our audit committee held seven meetings in 2018.
Management Development and Compensation Committee .  The principal responsibilities of our management development and compensation committee are:
·
to recommend to the board of directors whether or not to approve any proposed charge to us or any of our privately held subsidiaries pursuant to an ISA with a related party;
·
to review, approve, administer and grant awards under our equity compensation plans; and
·
to review and administer such other compensation matters as the board of directors may direct from time to time.
As discussed above, the board of directors has determined that each member of our management development and compensation committee is independent by applying the NYSE director independence standards (without additional categorical standards).  The management development and compensation committee may delegate to its members or our officers any or all of its authority as it may choose subject to certain limitations of Delaware law on what duties directors may delegate.  The committee has not exercised this right of delegation.  With respect to the role of our executive officers in determining or recommending the amount or form of executive compensation, see the Compensation Discussion and Analysis section of this proxy statement.  With respect to director cash compensation, our executive officers make recommendations on such compensation directly to our board of directors for its consideration without involving the management development and compensation committee.  The current members of our management development and compensation committee are Thomas E. Barry (chairman) and W. Hayden McIlroy.  Our management development and compensation committee held two meetings in 2018.
- 13 -
Risk Oversight .  Our board of directors oversees the actions we take in managing our material risks.  Our management is responsible for our day-to-day management of risk.  The board’s oversight of our material risks is undertaken through, among other things, various reports and assessments that management presents to the board and the related board discussions.  The board has delegated some of its primary risk oversight to our audit committee and management development and compensation committee.  Our audit committee annually receives management’s reports and assessments on, among other things, the risk of fraud, certain material business risks and a ranking of such material business risks and our insurance program.  The audit committee also receives reports from our independent registered public accounting firm regarding, among other things, financial risks and the risk of fraud.  Our management development and compensation committee receives management’s assessments on the likelihood that our compensation policies and practices could have a material adverse effect on us, as more fully described in the Compensation Policies and Practices as They Relate to Risk Management section of this proxy statement.  The audit committee and management development and compensation committee report to the board of directors about their meetings. We believe the leadership structure of the board of directors is appropriate for our risk oversight.
Identifying and Evaluating Director Nominees .  Historically, our management has recommended director nominees to the board of directors.  As stated in our corporate governance guidelines:
·
our board of directors has no specific minimum qualifications for director nominees;
·
each nominee should possess the necessary business background, skills and expertise at the policy-making level and a willingness to devote the required time to the duties and responsibilities of membership on the board of directors; and
·
the board of directors believes that experience as our director is a valuable asset and that directors who have served on the board for an extended period of time are able to provide important insight into our current and future operations.
In identifying, evaluating and determining our director nominees, the board of directors follows such corporate governance guidelines.  The board also considers the nominee’s ability to satisfy the need, if any, for required expertise on the board of directors or one of its committees.  While we do not have any policy regarding the diversity of our nominees, the board does consider diversity in the background, skills and expertise at the policy making level of our director nominees, and as a result our board believes our director nominees possess a diverse range of senior management experience that aids the board in fulfilling its responsibilities.  The board of directors believes its procedures for identifying and evaluating director nominees are appropriate for a controlled company under the NYSE corporate governance standards.
Leadership Structure of the Board of Directors and Independent Director Meetings .  Loretta J. Feehan serves as our chair of the board (non-executive), and Robert D. Graham serves as our vice chairman of the board, president and chief executive officer.  The board of directors believes our current leadership structure is appropriate for a controlled company under the NYSE corporate governance guidelines.  While there is no single organizational structure that is ideal in all circumstances, the board of directors believes that having different individuals serve as our chair of the board (non-executive) and as our chief executive officer reflects the established working relationship for these positions regarding our businesses and provides an appropriate breadth of experience and perspective that effectively facilitates the formulation of our long-term strategic direction and business plans.  In addition, the board of directors believes that since Ms. Feehan is a representative of Contran, her service as our chair of the board (non-executive) is beneficial in providing strategic leadership for us since there is a commonality of interest that is closely aligned in building long-term stockholder value for all of our stockholders.  We have in the past, and may in the future, have a leadership structure in which the same individual serves as our chairman of the board and as our chief executive officer. In those instances, the individual has been, or would be expected to be, an employee or representative of Contran.
- 14 -
Pursuant to our corporate governance guidelines, our independent directors are entitled to meet on a regular basis throughout the year, and will meet at least once annually, without the participation of our other directors who are not independent.  We are not required to have a lead independent director under the NYSE corporate governance standards.  While we do not have a lead independent director, the chairman of our audit committee presides at all of the meetings of our independent directors.  In 2018, we complied with the NYSE requirements for meetings of our independent directors.
Stockholder Proposals and Director Nominations for the 2020 Annual Meeting of Stockholders .  Stockholders may submit proposals on matters appropriate for stockholder action at our annual stockholder meetings, consistent with rules adopted by the SEC.  We must receive such proposals not later than December 6, 2019 to be considered for inclusion in the proxy statement and form of proxy card relating to our annual meeting of stockholders in 2020.  Our bylaws require that the proposal must set forth a brief description of the proposal, the name and address of the proposing stockholder as they appear in our records, the number of shares of our common stock the stockholder holds and any material interest the stockholder has in the proposal.
The board of directors will consider the director nominee recommendations of our stockholders in accordance with the process discussed above.  Our bylaws require that a nomination set forth the name and address of the nominating stockholder, a representation that the stockholder will be a stockholder of record entitled to vote at the annual stockholder meeting and intends to appear in person or by proxy at the meeting to nominate the nominee, a description of all arrangements or understandings between the stockholder and the nominee (or other persons pursuant to which the nomination is to be made), such other information regarding the nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC and the consent of the nominee to serve as a director if elected.
For proposals or director nominations to be brought at the 2020 annual meeting of stockholders but not included in the proxy statement for such meeting, our bylaws require that the proposal or nomination must be delivered or mailed to our principal executive offices in most cases no later than February 19, 2020.  Proposals and nominations should be addressed to our corporate secretary at Valhi, Inc., Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240‑2697.
Communications with Directors .  Stockholders and other interested parties who wish to communicate with the board of directors or its independent directors may do so through the following procedures.  Such communications not involving complaints or concerns regarding accounting, internal accounting controls and auditing matters related to us may be sent to the attention of our corporate secretary at Valhi, Inc., Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas  75240-2697.  Provided that any such communication relates to our business or affairs and is within the function of our board of directors or its committees, and does not relate to insignificant or inappropriate matters, such communication, or a summary of such communication, will be forwarded to the chairman of our audit committee, who also serves as the presiding director of our independent director meetings.
Complaints or concerns regarding accounting, internal accounting controls and auditing matters, which may be made anonymously, should be sent to the attention of our general counsel with a copy to our chief financial officer at the same address as our corporate secretary.  These complaints or concerns will be forwarded to the chairman of our audit committee.  We will investigate and keep these complaints or concerns confidential and anonymous, to the extent feasible, subject to applicable law.  Information contained in such a complaint or concern may be summarized, abstracted and aggregated for purposes of analysis and investigation.
Compensation Committee Interlocks and Insider Participation .  During 2018, the man agement development and compensation committee was composed of Thomas E. Barry and W. Hayden McIlroy.  No member of the committee:
·
was an officer or employee of ours during 2018 or any prior year;
·
had any related party relationships with us that requires disclosure under applicable SEC rules; or
·
had any interlock relationships under applicable SEC rules.
- 15 -
For 2018, no executive officer of ours had any interlock relationships within the scope of the intent of applicable SEC rules.  However, during 2018 Robert D. Graham was an executive officer of ours and on the board of directors of Contran when concurrently also serving as one of our directors.
Code of Business Conduct and Ethics .  We have adopted a code of business conduct and ethics.  The code applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller.  Only the board of directors may amend the code.  Only our audit committee or other committee of the board of directors with specifically delegated authority may grant a waiver of this code.  We will disclose amendments to or waivers of the code as required by law and the applicable rules of the NYSE.
Corporate Governance Guidelines .  We have adopted corporate governance guidelines to assist the board of directors in exercising its responsibilities.  Among other things, the corporate governance guidelines provide for director qualifications, for independence standards and responsibilities, for approval procedures for ISAs and that our audit committee chairman preside at all meetings of the independent directors.
Availability of Corporate Governance Documents .  A copy of each of our audit committee charter, code of business conduct and ethics and corporate governance guidelines is available on our website at www.valhi.net   under the corporate governance section.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
AND OTHER INFORMATION
Compensation Discussion and Analysis .  This compensation discussion and analysis describes the key principles and factors underlying our executive compensation policies for our named executive officers.  In each of the last three years, all of our named executive officers were employed by Contran and provided their services to us pursuant to our ISA with Contran.  Such individuals also provided services to CompX, Kronos Worldwide and NL under Contran’s ISAs with those companies.
As defined in the Glossary of Terms at the beginning of this proxy statement, the phrase “named executive officers” refers to the five persons whose compensation is summarized in the 2018 Summary Compensation Table in this proxy statement.  Such phrase is not intended to refer, and does not refer, to all of our executive officers.
Nonbinding Advisory Stockholder Vote on Executive Officer Compensation .  For the 2018 annual meeting of stockholders, we submitted a nonbinding advisory proposal recommending the stockholders adopt a resolution approving the compensation of our named executive officers as disclosed in the 2018 proxy statement.  At the annual meeting, the resolution received the affirmative vote of 95.3% of the shares of our common stock eligible to vote at the annual meeting.  We considered the favorable result and determined not to make any material changes to our compensation practices.
Intercorporate Services Agreements .  We pay Contran a fee for services provided by Contran to us pursuant to our ISA with Contran, which fee was approved by our independent directors after receiving the recommendation of our management development and compensation committee and the concurrence of our chief financial officer.  Such services provided under this ISA included the services of our named executive officers, all of which as noted above were employed by Contran, and as a result a portion of the aggregate ISA fee we paid to Contran was paid for services provided to us by our named executive officers.  The nature of the duties of each of our named executive officers is consistent with the duties normally associated with the officer titles and positions such officer holds with us.  Pursuant to Contran’s ISAs with CompX, Kronos Worldwide and NL, those companies also paid a fee to Contran for, among other things, the services our named executive officers provided to those companies, which fees were approved by the independent directors of those companies.
The charges under these ISAs reimburse Contran for its cost of employing the personnel who provide the services by allocating such cost to us based on the estimated percentage of time such personnel were expected to devote to us over the year.  The amount of the fee we paid for each year under these ISAs for a person who provided services to us represents, in management’s view, the reasonable equivalent of “compensation” for such services.  See the Intercorporate Services Agreements part of the Certain Relationships and Transactions section of this proxy statement for the aggregate amount we paid to Contran in 2018 under these ISAs.  Under the various ISAs among Contran and its subsidiaries and affiliates, we share the cost of the employment of our named executive officers with Contran and certain of its publicly and privately held subsidiaries.  For our named executive officers, the portion of the annual charge we paid for each of the last three years to Contran, as applicable, under these ISAs attributable to each of their services is set forth in the 2018 Summary Compensation Table in this proxy statement.  As discussed further below, the amounts charged under the ISAs are dependent upon Contran’s cost of employing or engaging the personnel who provide the services to us (including the services of our named executive officers) by allocating such cost to us based on the estimated percentage of time such personnel were expected to devote to us over the year.  The amount charged under the ISAs is not dependent upon our financial performance.
- 16 -
We believe the cost of the services received under our ISA with Contran, after considering the quality of the services received, is fair to us and is no less favorable to us than we could otherwise obtain from an unrelated third party for comparable services, based solely on our collective business judgment and experience without performing any independent market research.
In the early part of each year, Contran’s management, including certain of our named executive officers, estimates the percentage of time that each Contran employee, including our named executive officers, is expected to devote in the upcoming year to Contran and its subsidiaries and affiliates, including us.  Contran’s management then allocates Contran’s cost of employing each of its employees among Contran and its various subsidiaries and affiliates based on such estimated percentages.  Contran’s aggregate cost of employing each of its employees comprises:
·
the annualized base salary of such employee at the beginning of the year;
·
an estimate of the bonus Contran will pay or accrue for such employee (other than bonuses, if any, for specific matters) for the year, using as a reasonable approximation for such bonus the actual bonus that Contran paid or accrued for such employee in the prior year; and
·
Contran’s portion of the social security and medicare taxes on such base salary and an estimated overhead factor (25% for 2018 and 2017 and 23% for 2016) applied to the base salary for the cost of medical and life insurance benefits, unemployment taxes, disability insurance, defined benefit and defined contribution plan benefits, professional education and licensing and costs of providing an office, equipment and supplies related to providing such services.
Contran’s senior management subsequently made such adjustments to the details of the proposed ISA charge as they deemed necessary for accuracy, overall reasonableness and fairness to us.
In the first quarter of each year, the proposed charge for that year under our ISA with Contran was presented to our management development and compensation committee, and the committee considered whether to recommend that our board of directors approve the ISA charge.  Among other things during such presentation, the committee was informed of:
·
the quality of the services Contran provides to us, including the quality of the services our executive officers provide to us;
·
the comparison of the ISA charge and number of full-time equivalent employees reflected in the charge by department for the prior year and proposed for the current year;
·
the comparison of the prior year and proposed current year charges by department and in total and such amounts as a percentage of Contran’s similarly calculated costs for its departments and in total for those years;
·
the comparison of the prior year and proposed current year average hourly rate; and
·
the concurrence of our chief financial officer as to the reasonableness of the proposed charge.
- 17 -
In determining whether to recommend that the board of directors approve the proposed ISA fee to be charged to us, the management development and compensation committee considers the three elements of Contran’s cost of employing the personnel who provide services to us, including the cost of employing our named executive officers, in the aggregate and not individually.  After considering the information contained in such presentations, and following further discussion and review, our management development and compensation committee recommended that our board of directors approve the proposed ISA fee after concluding that:
·
the cost to employ the personnel necessary to provide the quality of the services provided by Contran would exceed the proposed aggregate fee to be charged by Contran to us under our ISA with Contran; and
·
the cost for such services would be no less favorable than could otherwise be obtained from an unrelated third party for comparable services in the committee’s collective business judgment and experience, without performing any independent market research.
In reaching its recommendation, our management development and compensation committee did not review:
·
any ISA charge from Contran to any other publicly held parent or sister company, although such charge was separately reviewed by the management development and compensation committee of the applicable company; and
·
the compensation policies of Contran or the amount of time our named executive officers are expected to devote to us because:
o
each of our named executive officers provides services to many companies related to Contran, including Contran itself;
o
the fee we pay to Contran under our ISA with Contran each year does not represent all of Contran’s cost of employing each of our named executive officers;
o
Contran and these other companies related to Contran absorb the remaining amount of Contran’s cost of employing each of our named executive officers; and
o
the members of our management development and compensation committee consider the other factors discussed above in determining whether to recommend that the proposed ISA fee for each year be approved by the full board of directors.
Based on the recommendation of our management development and compensation committee, as well as the concurrence of our chief financial officer, our independent directors approved the proposed annual ISA charge effective January 1, 2018, with our other directors abstaining.
For financial reporting and income tax purposes, the ISA fee is expensed as incurred on a quarterly basis.  Section 162(m) of the Code generally disallows an income tax deduction to publicly held companies for compensation over $1.0 million paid to the company’s chief executive officer, chief financial officer and three other most highly compensated executive officers (during 2016 and 2017, the Code contained an exception to such limitation for performance-based compensation).  To the extent any individual’s charge to a publicly held company under the ISA was in excess of $1.0 million, the deductibility by the company of the charge for income tax purposes would be limited under Section 162(m), if such section were to be deemed applicable as it relates to the ISA.  In 2016, the Contran ISA did not include charges in excess of $1.0 million for any individual.  In 2017 and 2018 the ISA did include, and in 2019 the ISA will include, charges in excess of $1.0 million for certain individuals.  However, Contran has agreed to absorb the impact of any such income tax deduction disallowance resulting from such charges in excess of $1.0 million.
Director Fees, including Equity-Based Compensation.   Prior to July 2017, we, CompX, Kronos Worldwide and NL each paid director fees in the form of cash and stock compensation, as applicable, to Mr. Graham, who provided services to us pursuant to our ISA with Contran and who also served on our and their board of directors.  Other than these director fees, we did not pay any compensation directly to Mr. Graham.  Effective July 2017, our executive officers, including our named executive officers, are no longer eligible to receive cash compensation for their service on the board of directors of us, CompX, Kronos Worldwide or NL.  Beginning in 2018, our executive officers, including our named executive officers, are no longer eligible to receive equity-based compensation for their services on the board of directors of us, CompX, Kronos Worldwide or NL.
- 18 -
The 2018 Summary Compensation Table sets forth the cash fees that we, CompX, Kronos Worldwide and NL paid to Mr. Graham for his director services prior to July 2017.  The director fees paid to him were quarterly director retainer fees and fees for attending board meetings.  The cash director fees paid were not dependent upon the financial performance of any of these companies.
The 2018 Summary Compensation Table sets forth the director stock grants that we, CompX, Kronos Worldwide or NL paid to Mr. Graham for his director services prior to July 2017.  See footnote 4 to the 2018 Summary Compensation Table for a discussion of the formula by which these stock awards were determined.  The stock grants Mr. Graham received prior to July 2017 were pursuant to the same formula used for all eligible directors at the time.  The dollar amount of the stock awards appearing in the 2018 Summary Compensation Table represents the value recognized for financial statement reporting purposes of shares of common stock we, CompX, Kronos Worldwide or NL granted to Mr. Graham for his director services.
Prior to 2016, we decided to forgo the grant of any equity compensation other than annual awards of stock to our directors, as discussed above.  We also do not have any security ownership requirements or guidelines for our management or directors.  We do not currently anticipate any equity-based compensation will be granted in 2019, other than the annual grants of stock to our directors who are not employees of Contran or one of its subsidiaries or affiliates.
Compensation Committee Report.   The management development and compensation committee has reviewed with management the Compensation Discussion and Analysis section in this proxy statement.  Based on the committee’s review and a discussion with management, the committee recommended to the board of directors that our compensation discussion and analysis be included in this proxy statement.  The following individuals, in the capacities indicated, hereby submit the foregoing report.
The members of our Management Development and Compensation Committee submit the foregoing report as of February 28, 2019.

Thomas E. Barry
Chairman of our Management Development and Compensation Committee
 
W. Hayden McIlroy
Member of our Management Development and Compensation Committee




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Summary of Cash and Certain Other Compensation of Executive Officers .  The 2018 Summary Compensation Table below provides information concerning compensation we and our subsidiaries paid or accrued for services rendered during the last three years by our chief executive officer, our chief financial officer, and each of the three other most highly compensated individuals (based on ISA charges to us and our subsidiaries) who were our executive officers at December 31, 2018.  All of our named executive officers were employees of Contran for the last three years and provided their services to us and our subsidiaries pursuant to our ISA with Contran.  For a discussion of this ISA, see the Intercorporate Services Agreements part of the Certain Relationships and Transactions section of this proxy statement.
2018 SUMMARY COMPENSATION TABLE (1)
Name and Principal Position
Year
Salary
Stock Awards
Total
         
Robert D. Graham  
2018
$5,770,000
(3)
$       -0-
(4)
$5,770,000
Vice Chairman of the Board, President and
2017
3,822,000
(3)
53,230
(4)
3,875,230
Chief Executive Officer
2016
2,622,200
(3)
9,380
(4)
2,631,580
             
Gregory M. Swalwell  
2018
4,113,000
(3)
-0-
 
4,113,000
Executive Vice President, Chief Financial Officer
2017
2,843,000
(3)
-0-
 
2,843,000
and Chief Accounting Officer
2016
2,325,100
(3)
-0-
 
2,325,100
             
Kelly D. Luttmer  
2018
3,910,000
(3)
-0-
 
3,910,000
Executive Vice President and Chief Tax Officer
2017
2,702,000
(3)
-0-
 
2,702,000
 
2016
2,037,400
(3)
-0-
 
2,037,400
             
Andrew B. Nace  
2018
2,392,000
(3)
-0-
 
2,392,000
Executive Vice President, General Counsel
2017
1,630,000
(3)
-0-
 
1,630,000
and Assistant Secretary
2016
1,311,900
(3)
-0-
 
1,311,900
             
Courtney J. Riley (2)  
2018
939,000
(3)
-0-
 
939,000
Executive Vice President, Environmental Affairs
2017
898,000
(3)
-0-
 
898,000
             
 
                                                                       
(1)
Certain non-applicable columns have been omitted from this table.
(2)
Ms. Riley is one of our named executive officers only for 2017 and 2018.
(3)
The amounts shown in the 2018 Summary Compensation Table as salary for each named executive officer include the portion of the fees we and our subsidiaries paid to Contran pursuant to certain ISAs with respect to the services such officer rendered to us and our subsidiaries.  The ISA charges disclosed for Contran employees who perform executive officer services for us and our subsidiaries are based on various factors described in the Compensation Discussion and Analysis section of this proxy statement.  Our management development and compensation committee considers the factors described in the Compensation Discussion and Analysis section of this proxy statement in determining whether to recommend that our board of directors approve the proposed aggregate ISA fee from Contran to us and our privately held subsidiaries.  As discussed in the Compensation Discussion and Analysis section of this proxy statement, our management development and compensation committee does not consider any ISA charge from Contran to any other publicly held sister company or subsidiary of ours, although such charge is separately reviewed by the management development and compensation committee of the applicable company.  The amounts shown in the table as salary for Mr. Graham also include director cash compensation paid to him by us and our subsidiaries.  The components of salary shown in the 2018 Summary Compensation Table for each of our named executive officers are as follows.
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2016
2017
2018
       
Robert D. Graham
           
ISA Fees:
           
CompX  
$ 88,900
 
$ 210,000
 
$ 409,000
 
Kronos Worldwide  
533,200
 
1,281,000
 
2,631,000
 
NL  
995,400
 
1,239,000
 
1,847,000
 
Valhi  
930,200
 
1,029,000
 
883,000
 
Director Fees Earned or Paid in Cash:
           
CompX  
14,500
(a)
15,500
(a)
-0-
(a)
Kronos Worldwide  
14,500
(a)
15,500
(a)
-0-
(a)
NL  
30,000
 
15,500
(a)
-0-
(a)
Valhi  
15,500
(a)
16,500
(a)
-0-
(a)
 
$     2,622,200
 
$ 3,822,000
 
$     5,770,000
 
Gregory M. Swalwell
           
ISA Fees:
           
CompX  
$ 134,300
 
$ 210,000
 
$ 315,000
 
Kronos Worldwide  
512,200
 
699,000
 
1,281,000
 
NL  
707,500
 
777,000
 
1,236,000
 
Valhi  
971,100
 
1,157,000
 
1,281,000
 
 
$     2,325,100
 
$ 2,843,000
 
$     4,113,000
 
Kelly D. Luttmer
           
ISA Fees:
           
CompX  
$ 60,900
 
$ 140,000
 
$ 202,000
 
Kronos Worldwide  
837,000
 
1,351,000
 
1,955,000
 
NL  
441,800
 
481,000
 
697,000
 
Valhi  
697,700
 
730,000
 
1,056,000
 
 
$     2,037,400
 
$ 2,702,000
 
$     3,910,000
 
Andrew B. Nace
           
ISA Fees:
           
CompX  
$ 222,400
 
$ 215,000
 
$ 306,000
 
Kronos Worldwide  
44,200
 
124,000
 
634,000
 
NL  
278,000
 
377,000
 
688,000
 
Valhi  
767,300
 
914,000
 
764,000
 
 
$     1,311,900
 
$ 1,630,000
 
$     2,392,000
 
Courtney B. Riley
           
ISA Fees:
           
CompX  
   
$ 49,000
 
$ 51,000
 
Kronos Worldwide  
   
292,000
 
402,000
 
NL  
   
254,000
 
290,000
 
Valhi  
   
303,000
 
196,000
 
     
$ 898,000
 
$   939,000
 
 

                                                      
(a)
In May 2016, Mr. Graham was elected as a director of CompX, Kronos Worldwide and Valhi.  Accordingly the director compensation for Mr. Graham for 2016 reflects that he did not serve for the entire year.    Effective July 2017, Mr. Graham, as an employee of Contran, was no longer eligible for cash compensation for service as a director of us, CompX, Kronos Worldwide or NL.

- 21 -
(4)
Stock awards to Mr. Graham in 2016 and 2017 consisted of shares of CompX, Kronos Worldwide, NL or Valhi common stock these companies granted to him for his services as a director of those corporations. Beginning in 2018, Mr. Graham, as an employee of Contran, was no longer eligible for equity-based compensation as a director of us, CompX, Kronos Worldwide or NL.  As preapproved by our management development and compensation committee, on the day of each of the 2016 and 2017 annual stockholder meetings, each director elected on that day received a grant of fully-vested shares of our common stock under our 2012 Director Stock Plan as determined by a formula based on the closing price of a share of our common stock on the date of such meeting, as follows:
Range of Closing Price Per
Share on the Date of Grant
Shares of Common
Stock to Be Granted
   
Under $5.00
2,000
$5.00 to $9.99
1,500
$10.00 to $20.00
1,000
Over $20.00
500

Grants made by CompX, Kronos Worldwide and NL to their directors in 2016 and 2017 were made based on the same formula, and were also fully vested.  The stock awards to Mr. Graham in 2016 and 2017 consisted of the following:
Shares of Common Stock
Date of Grant
Closing Price on Date of Grant
Grant Date Value of Shares of Common Stock
       
Robert D. Graham
     
1,000 shares of CompX class A common stock
May 24, 2017
$13.90
$13,900
 
1,000 shares of Kronos Worldwide common stock
May 17, 2017
$18.94
18,940
 
1,500 shares of NL common stock
May 18, 2017
$9.10
13,650
 
2,000 shares of Valhi common stock
May 26, 2017
$3.37
6,740
 
     
$ 53,230
 
         
2,000 shares of NL common stock
May 19, 2016
$2.65
$5,300
 
2,000 shares of Valhi common stock
May 26, 2016
$2.04
4,080
 
     
$ 9,380
 

We valued these stock awards at the closing price of a share of the common stock on the date of grant, consistent with the requirements of Financial Accounting Standards Board Accounting Standards Codification Topic 718.
No Grants of Plan-Based Awards .  During 2018, no named executive officer received any plan-based awards from us or our subsidiaries.
No Outstanding Equity Awards at December 31, 2018 .  At December 31, 2018, none of our named executive officers held outstanding stock options to purchase shares of our common stock (or common stock of our parent or subsidiary companies), or held any equity incentive awards for such shares.
No Option Exercises or Stock Vested .  During 2018, no named executive officer exercised any stock options or held any stock subject to vesting restrictions.
Pension Benefits .  We do not have any defined benefit pension plans in which our named executive officers participate.
Nonqualified Deferred Compensation .  We do not owe any nonqualified deferred compensation to our named executive officers.
Pay Ratio Disclosure .  In A ugust 2015, pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring annual disclosure of the ratio of a registrant’s median employee’s annual total compensation to the total annual compensation of its chief executive officer.  For 2018, the total annual compensation (as disclosed in the 2018 Summary Compensation Table) of Robert D. Graham, our chief executive officer, is $5,770,000; the reasonable estimate of the median of the annual total compensation of all of our employees except our chief executive officer, calculated in a manner consistent with Item 402(u) of Regulation S-K, is $63,181; and the ratio of such two amounts is 91 to 1.
- 22 -
For purposes of this disclosure, our “median employee” was estimated using a simple random sample statistical sampling technique, pursuant to which we and each of our consolidated subsidiaries worldwide selected every seventh employee listed on their first payroll register for the month of October 2017.  Based on such random sample of our employees, and using the 2017 base salary (or equivalent for hourly employees) for each employee in such random sample as reflected in our payroll records, the median employee was estimated by determining the employee in such random sample who had the median 2017 base salary (or equivalent for hourly employees).  Base salary (or equivalent) amounts were annualized for any employee who had less than a full year of service during 2017.  In determining the median employee, we used the applicable average exchange rates for the month of October 2017.   There has been no change in our employee population or employee compensation arrangements since that median employee was identified that we believe would significantly impact our pay ratio disclosure. For providing the median employee’s annual total compensation in U.S. dollars, we used the applicable average exchange rate for all of 2018.
- 23 -

Director Compensation .  Our directors who are not employees of Contran or one of its subsidiaries or affiliates are eligible to receive compensation for their services as directors.  The table below reflects the annual rates of their retainers for 2018.
 
2018 Director Retainers
   
Each director  
 $25,000
   
Chair of the board  
$50,000
   
Chairman of our audit committee and any member of our audit committee whom the board identified as an “audit committee financial expert” (provided that if one person served in both capacities only one such retainer was paid)
$45,000
   
Other members of our audit committee  
$25,000
   
Members of our other committees  
$5,000
Additionally, our eligible directors receive a fee of $1,000 per day for attendance at meetings of the board of directors or its committees and an hourly rate (not to exceed $1,000 per day) for other services rendered on behalf of our board of directors or its committees.  If a director dies while serving on our board of directors, his or her designated beneficiary or estate will be entitled to receive a death benefit equal to the annual retainer then in effect.  We reimburse our directors for reasonable expenses incurred in attending meetings and in the performance of other services rendered on behalf of our board of directors or its committees.
As preapproved by our management development and compensation committee, on the day of each of our annual stockholder meetings, each of our eligible directors elected on that day receives a grant of shares of our common stock under our 2012 Director Stock Plan, with the number of shares received by each eligible director equal in value to $20,000 (rounded up or down to the nearest 50 shares), based on the closing price of a share of our common stock on the date of grant, but not more than 10,000 shares.   These shares are fully vested and tradable immediately on their date of grant, other than restrictions under applicable securities laws.
The following table provides information with respect to compensation each of our eligible directors earned for their 2018 director services provided to us.
2018 DIRECTOR COMPENSATION (1)
Name
Fees Earned or Paid in Cash (2)
Stock Awards (3)
All Other Compensation
Total
         
Thomas E. Barry (4)
$83,000
 
$20,126
 
$ -0-
 
$ 103,126
 
Loretta J. Feehan (4)
83,000
 
20,126
 
-0-
 
103,126
 
Terri L. Herrington (4)
58,500
 
20,126
 
-0-
 
78,626
 
W. Hayden McIlroy
63,000
 
20,126
 
-0-
 
83,126
 
Mary A. Tidlund (4)
58,000
 
20,126
 
-0-
 
78,126
 
 
                                                                
(1)
Certain non-applicable columns have been omitted from this table.
(2)
Represents cash retainers and meeting fees the director earned for director services he or she provided to us in 2018.
(3)
Represents the value of 2,900 shares of our common stock we granted to each of these directors on May 24, 2018.  For the purposes of this table, we valued these stock awards at the closing price per share of such shares on their date of grant of $6.94 consistent with the requirements of Financial Accounting Standards Board Accounting Standards Codification Topic 718.
(4)
In addition to the fees disclosed, in 2018 Dr. Barry and Mmes. Herrington and Tidlund also received compensation from CompX, and Ms. Feehan received compensation from CompX, Kronos Worldwide and NL, for their director services to each of such corporations, as applicable.  For 2018, they each earned the following for these director services:
- 24 -

Name
Fees Earned or Paid in Cash (a)
Stock
Awards (b)
Total
Thomas E. Barry
     
CompX Director Services  
$62,000
$19,913
$ 81,913
       
Terri L. Herrington
     
CompX Director Services  
$58,500
$19,913
$ 78,413
       
Mary A.  Tidlund
     
CompX Director Services  
$57,000
$19,913
$ 76,913
       
Loretta J. Feehan
     
CompX Director Services  
$82,000
$19,913
$ 101,913
Kronos Worldwide Director Services
83,000
19,584
102,584
NL Director Services  
83,000
19,950
102,950
 
$ 248,000
$ 59,447
$ 307,447
 
                                                        

(a)
Represents retainers and meeting fees earned for 2018 director services.
(b)
For the purposes of this table, the stock award comprised the following number of shares and were valued at the following closing price per share of such shares on their date of grant, consistent with the requirements of Financial Accounting Standards Board Accounting Standards Codification Topic 718:
Common Stock
Shares Granted
Date of Grant
Closing Price on Date of Grant
Dollar Value of Stock Award
CompX Class A Common Stock
1,350
05/23/18
$14.75
$19,913
Kronos Worldwide Common Stock
800
05/16/18
$24.48
$19,584
NL Common Stock
2,100
05/17/18
$9.50
$19,950

Compensation Policies and Practices as They Relate to Risk Management .  We believe that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on us.  In reaching this conclusion, we considered the following:

·
we do not grant equity awards to our employees, officers or other persons who provide services to us under the ISA between Contran and us , which mitigates taking excessive or inappropriate risk for short-term gain that might be rewarded by equity compensation;
·
certain senior employees of CompX and Kronos Worldwide are eligible to receive incentive bonus payments that are determined on a discretionary basis and do not guarantee the employee a particular level of bonus based on the achievement of a specified performance or financial target, which also mitigates taking excessive or inappropriate risk for short-term gain ;
·
certain key employees of CompX and Kronos Worldwide are eligible to receive bonuses determined in part on the achievement of specified performance or financial targets based on the respective business plan for the year (with respect to CompX) or on the achievement of specified performance or financial targets (with respect to Kronos Worldwide), but the chance of such employees undertaking actions with excessive or inappropriate risk for short-term gain in order to achieve such bonuses is mitigated because:
o
the senior officers employed by CompX or Kronos Worldwide who are responsible for setting the specified performance or financial targets or establishing and executing such business plan are not eligible to receive such bonuses based on the business plan, but instead are only eligible for the discretionary-based bonuses described above; and
o
there exist ceilings for our other CompX and Kronos Worldwide key employee bonuses (which are not a significant part of their compensation) regardless of the actual level of our financial performance achieved ;
- 25 -


·
our officers and other persons who provide services to us under the ISAs do not receive compensation from us directly and are employed by Contran, one of our parent corporations, which aligns such officers and persons with the long-term interests of our stockholders ;
·
since we are a controlled company, as previously discussed, management has a strong incentive to understand and perform in the long-term interests of our stockholders ; and
·
our experience is that our employees are appropriately motivated by our compensation policies and practices to achieve profits and other business objectives in compliance with our oversight of material short and long-term risks.
For a discussion of our compensation policies and practices for our executive officers, please see the Compensation Discussion and Analysis section of this proxy statement.
Compensation Consultants .  Neither our board of directors, management development and compensation committee nor management has engaged any compensation consultants.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act requires our executive officers, directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership with the SEC, the NYSE and us.  Based solely on the review of the copies of such forms and representations by certain reporting persons, we believe that for 2018 our executive officers, directors and 10% shareholders complied with all applicable filing requirements under section 16(a).
CERTAIN RELATIONSHIPS AND TRANSACTIONS
Related Party Transaction Policy .  From time to time, we engage in transactions with affiliated companies.  Pursuant to our Policy Regarding Related Party Transactions, or RPT Policy, all related party transactions to which we are or are proposed to be a party are approved or ratified by our audit committee (unless another committee of our board of directors composed solely of independent directors, or all of the independent directors of our board, shall have approved or ratified the related party transaction).  For certain ongoing related party transactions to which we are a party (referred to as ordinary course of business related party transactions), such approval or ratification shall occur no less frequently than once a year.  The RPT Policy is available on our website at www.Valhi.net under the corporate governance section.
During 2018, our audit committee reviewed, adopted and ratified the following ordinary course of business related party transactions to which we are a party in accordance with the terms of such RPT Policy:
·
Risk Management Program – a program pursuant to which Contran and certain of its subsidiaries and related entities, including us, as a group purchase third-party insurance policies and risk management services, with the costs thereof apportioned among the participating companies;
·
Tax Sharing Agreement – the cash payments for income taxes periodically paid by us to Contran or received by us from Contran, as applicable, and related items pursuant to the terms of our tax sharing agreement with Contran (such tax sharing agreement being appropriate, given that we and our qualifying subsidiaries are members of the consolidated U.S. federal income tax return, and certain state and local jurisdiction income tax returns, of which Contran is the parent company);
·
Cash Management Loans – our unsecured revolving credit facility with Contran, which provides for loans to us by Contran of up to $360 million; and
·
Guarantees and Related Items – agreements or arrangements pursuant to which certain of our affiliates may provide guarantees or pledge collateral with respect to our indebtedness or other obligations, or we may provide guarantees or pledge collateral with respect to indebtedness or other obligations of our affiliates.
- 26 -
Each of these ordinary course of business related party transactions, and the actions taken by the audit committee in fulfilling its duties and responsibilities under the RPT Policy, are more fully described below.  Our audit committee was not required to approve and ratify the fee we paid to Contran in 2018 under our intercorporate services agreement with Contran, because such intercorporate services fee is approved by all of the independent directors of our board, as more fully described below.  During 2018, we were not a party to any other related party transactions (ordinary course of business related party transactions or otherwise) requiring approval or ratification under the RPT Policy.
Relationships with Related Parties .    As set forth under the Security Ownership section of this proxy statement, Lisa K. Simmons and Serena Simmons Connelly, through Contran, may be deemed to control us.  We and other entities that may be deemed to be controlled by or related to Ms. Simmons and Ms. Connelly sometime engage in the following:
·
intercorporate transactions, such as guarantees, management, expense and insurance sharing arrangements, tax sharing agreements, joint ventures, partnerships, loans, options, advances of funds on open account and sales, leases and exchanges of assets, including securities issued by both related and unrelated parties; and
·
common investment and acquisition strategies, business combinations, reorganizations, recapitalizations, securities repurchases and purchases and sales (and other acquisitions and dispositions) of subsidiaries, divisions or other business units, which transactions have involved both related and unrelated parties and have included transactions that resulted in the acquisition by one related party of an equity interest in another related party.
We periodically consider, review and evaluate and understand that Contran and related entities periodically consider, review and evaluate such transactions.  Depending upon the business, tax and other objectives then relevant and restrictions under indentures and other agreements, it is possible that we might be a party to one or more of such transactions in the future.  In connection with these activities, we may consider issuing additional equity securities or incurring additional indebtedness.  Our acquisition activities have in the past and may in the future include participation in acquisition or restructuring activities conducted by other companies that may be deemed to be related to Ms. Simmons and Ms. Connelly.
Certain directors or executive officers of CompX, Contran, Kronos Worldwide or NL also serve as our directors or executive officers.  Such relationships may lead to possible conflicts of interest.  These possible conflicts of interest may arise under circumstances in which such companies may have adverse interests.  In such an event, we implement such procedures as are appropriate for the particular transaction and are consistent with the provisions of the RPT Policy.
Intercorporate Services Agreements .    As discussed elsewhere in this proxy statement, we and certain related companies have entered into ISAs.  Under the ISAs, employees of one company provide certain services, including executive officer services, to the other company on an annual fixed fee basis.  The services rendered under the ISAs may include executive, management, financial, internal audit, accounting, tax, legal, insurance, real estate management, environmental management, risk management, treasury, human resources, technical, consulting, administrative, office, occupancy and other services as required from time to time in the ordinary course of the recipient’s business.  The fees paid pursuant to the ISAs are generally based upon an estimated percentage of the time devoted by employees of the provider of the services to the business of the recipient and the employer’s cost related to such employees, which includes the expense for the employees’ compensation and an overhead component that takes into account other employment related costs.  Generally, each of the ISAs renews on a quarterly basis, subject to termination by either party pursuant to a written notice delivered 30 days prior to the start of the next quarter.  Because of the number of companies related to Contran and us, we believe we benefit from cost savings and economies of scale gained by not having certain management, financial, legal, tax, real estate and administrative staffs duplicated at each company, thus allowing certain individuals to provide services to multiple companies.  With respect to a publicly held company that is a party to an ISA, the ISA and the related aggregate annual charge are approved by the independent directors of the company after receiving the recommendation from the company’s management development and compensation committee as well as the concurrence of the chief financial officer.  See the   Intercorporate Services Agreements part of the Compensation Discussion and Analysis section in this proxy statement for a more detailed discussion on the procedures and considerations taken by our independent directors in approving the aggregate 2018 ISA fees charged by Contran to us and our privately held subsidiaries.
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The following table sets forth the fees paid by us and our subsidiaries to Contran in 2018 and the amounts anticipated to be paid to Contran in 2019 for services Contran provided us or our subsidiaries under the various ISAs, including the services of all of our named executive officers, as applicable.  The amounts indicated below for us include amounts paid by certain of our wholly-owned subsidiaries.
Recipient of Services from Contran under an ISA
 
Fees Paid to Contran under the ISA in 2018
   
Fees Expected to be Paid to Contran under the ISA in 2019
 
   
(In millions)
 
             
Valhi, Inc.  
 
$
7.6
   
$
8.0
 
CompX International Inc.  
   
3.5
     
3.4
 
Kronos Worldwide, Inc.  
   
21.1
     
22.8
 
NL Industries, Inc. (1)  
   
7.4
     
9.8
 
Total  
 
$
39.6
   
$
44.0
 
 
                                                             
(1)
Prior to 2019, the staff of EWI was employed and compensated directly by EWI. Beginning January 2019, the staff of EWI became employees of Contran and are now compensated directly by Contran for their services.    The ISA fee attributable to NL for 2019 in the table above includes an ISA charge to EWI for the services of such individuals ($2.1 million), and accordingly such 2019 ISA fee is not comparable to NL’s 2018 ISA fee.
Risk Management Program .  We and Contran participate in a combined risk management program.  Pursuant to the program, Contran and certain of its subsidiaries and related entities, including us and certain of our subsidiaries and related entities, as a group, purchase insurance policies and risk management services.  The program apportions its costs among the participating companies.  Tall Pines and EWI provide for or broker the insurance policies.  Tall Pines purchases reinsurance for substantially all of the risks it underwrites.  EWI also provides claims and risk management services and, where appropriate, engages certain third-party risk management consultants.  Tall Pines is a captive insurance company wholly owned by us.  EWI is a reinsurance brokerage and risk management company wholly owned by NL.  Tall Pines purchases reinsurance from third-party insurance carriers with an A.M. Best Company rating of generally at least an “A-” (excellent) for substantially all of the risks it underwrites.  Consistent with insurance industry practices, Tall Pines and EWI receive commissions from insurance and reinsurance underwriters and/or assess fees for the policies that they provide or broker.
With respect to certain of such jointly owned insurance policies, it is possible that unusually large losses incurred by one or more insureds during a given policy period could leave the other participating companies without adequate coverage under that policy for the balance of the policy period.  As a result, and in the event that the available coverage under a particular policy would become exhausted by one or more claims, Contran and certain of its subsidiaries and affiliates, including us, have entered into a loss sharing agreement under which any uninsured loss arising because the available coverage had been exhausted by one or more claims will be shared ratably amongst those entities that had submitted claims under the relevant policy.  We believe the benefits in the form of reduced premiums and broader coverage associated with the group coverage for such policies justify the risk associated with the potential for any uninsured loss.
During 2018, Contran paid Tall Pines and EWI in the aggregate approximately $5.4 million, including approximately $4.5 million paid by a wholly-owned subsidiary of Contran that was sold by Contran on December 31, 2018. These amounts principally represent payments for insurance premiums, including premiums or fees paid to Tall Pines and commissions or fees paid to EWI.  These amounts also include payments to insurers or reinsurers through EWI for the reimbursement of claims within our applicable deductible or retention ranges that such insurers and reinsurers paid to third parties on our behalf, as well as amounts for claims and risk management services and various other third-party fees and expenses incurred by the program.  We expect these relationships with Contran will continue in 2019, other than with respect to the Contran subsidiary that was sold.
- 28 -
In November 2018, our management made a presentation to our audit committee regarding our participation in the combined risk management program.  Among other things during such presentation, the committee was informed of the following (in addition to the matters described above):
·
the premiums for all of the insurance and reinsurance policies are set by third parties (the underwriters for the insurance or reinsurance carriers bearing the risk), without any markup by Tall Pines or EWI;
·
the method by which the insurance premiums are allocated among the companies participating in the risk management program is generally the same as the basis used by the insurance or reinsurance carriers to establish the premiums for such insurance/reinsurance ( i.e. the dominant premium factor, which is the factor that has the greatest impact on the premium, such as revenues, payroll or employee headcount);
·
EWI provides claims and risk management services to each of the companies participating in the risk management program, including us, and where appropriate EWI engages third-party risk management consultants;
·
the commissions received by Tall Pines and EWI from the insurance or reinsurance underwriters, and the fees assessed for the policies they so provide or broker, are in amounts equal to the commissions or fees which would be received by third-party brokers or underwriters;
·
the insurance coverages provided to us by the risk management program are sufficient and adequate for our purposes;
·
the benefits to our participating in the risk management program include, among others, (a) the ability to obtain broader coverage, with strong/solvent underwriters, at a reduced cost as compared to the coverage and cost that would be available if we were to purchase insurance by itself, (b) the greater spread of risk among the companies participating in the risk management program, (c) the ability to obtain centralized premium and claim reporting, and (d) the ability to have access to the experienced risk management personnel of EWI, including in the areas of loss controls and claims processing; and
·
the “cost of risk” metric, as defined by the Risk and Insurance Management Society, or RIMS, for the Contran group is lower as compared to the cost of risk as reflected in a recent RIMS benchmark survey for certain groups of companies comparable to the Contran group.
As part of such presentations, our chief financial officer, after consultation with other members of our management, advised the committee of his belief that our participation in the risk management program, including the allocation of its costs among us and the other entities participating in the risk management program, is fair and reasonable to us, and is on terms no less favorable than we could otherwise obtain from unrelated parties, and provided the committee with his recommendation that the committee approve, adopt and ratify our participation in the risk management program in all respects.
After considering the information contained in the presentations, including the recommendation of our chief financial officer, and following further discussion and review by the audit committee, our audit committee determined that our participation in the risk management program is fair and reasonable to us, and is on terms no less favorable than we could otherwise obtain from unrelated parties, in each case based on the collective business judgment and experience of members of the committee, and the committee approved, adopted and ratified our participation in the risk management program in all respects.
During 2018, the audit committees of CompX, Kronos Worldwide and NL approved and ratified their participation in the risk management program in accordance with the terms of their own RPT Policies.
Tax Matters .  We and our qualifying subsidiaries are members of the consolidated U.S. federal tax return of which Contran is the parent company, which we refer to as the “Contran Tax Group.”  We are also a party to a tax sharing agreement with Contran.  As a member of the Contran Tax Group and pursuant to the tax sharing agreement, we and our qualifying subsidiaries compute our provision for U.S. income taxes on a separate company basis using tax elections made by Contran.  Pursuant to the tax sharing agreement and using tax elections made by Contran, we make payments to or receive payments from Contran in amounts we would have paid to or received from the U.S. Internal Revenue Service had we not been a member of the Contran Tax Group but instead had been a separate taxpayer.  Refunds are limited to amounts previously paid under the tax sharing agreement.  We and our qualifying subsidiaries are also a part of consolidated tax returns filed by Contran in certain U.S. state jurisdictions, and the terms of the tax sharing agreement also apply to state payments to these jurisdictions.
- 29 -

Under applicable law, we, as well as every other member of the Contran Tax Group, are each jointly and severally liable for the aggregate federal income tax liability of Contran and the other companies included in the group for all periods in which we are included in the group.  Under our tax sharing agreement, Contran has agreed to indemnify us for any liability for income taxes of the Contran Tax Group in excess of our tax liability previously computed and paid by us in accordance with the tax sharing agreement.
Under certain circumstances, tax regulations could require Contran to treat items differently than we would have treated them on a stand-alone basis.  In such instances, accounting principles generally accepted in the United States of America require us to conform to Contran’s tax elections.  For 2018, pursuant to our tax sharing agreement, we received net cash payments for income taxes from Contran of approximately $5.8 million.
In March 2018, our management made a presentation to our audit committee regarding our tax sharing agreement with Contran.  Among other things during such presentation, the committee was informed of the following (in addition to the matters described above):
·
the tax sharing agreement is consistent with accounting principles generally accepted in the United States of America, and consistent with applicable law and regulations; and
·
our income tax accounts are included in the scope of the annual audit of our consolidated financial statements performed by PwC, and PwC makes periodic reports to the committee regarding income tax matters related to us.
As part of such presentation, our chief financial officer and our chief tax officer advised the committee of their belief that the terms of the tax sharing agreement are consistent with the terms of applicable law and regulations, and are fair and reasonable to us, and are on terms no less favorable than would be present if we were not a party to the tax sharing agreement, and provided the committee with their recommendation that the committee approve, adopt and ratify the tax sharing agreement in all respects.
After considering the information contained in the presentations, including the recommendation of our chief financial officer and our chief tax officer, and following further discussion and review by the audit committee, our audit committee determined that the terms of the tax sharing agreement are no less favorable than would be present if we were not a party to the tax sharing agreement, in each case based on the collective business judgment and experience of members of the committee, and the committee approved, adopted and ratified the tax sharing agreement in all respects.
Related Party Loans for Cash Management Purposes .  From time to time, loans and advances are made between us and various related parties pursuant to term and demand notes.  These loans and advances are entered into principally for cash management purposes pursuant to our cash management program.  When we loan funds to related parties, we are generally able to earn a higher rate of return on the loan than we would earn if the funds were invested in other instruments.  While certain of such loans may be of a lesser credit quality than cash equivalent instruments otherwise available to us, we believe that we have evaluated the credit risks involved, and that those risks are reasonable and reflected in the terms of the applicable loans.  When we have outstanding indebtedness, we may still decide to enter into a loan to a related party either because the interest rate on the loan to the related party is at a higher rate of return as compared to the interest rate we are paying on our outstanding indebtedness, or the funds we would be loaning to the related party would not otherwise be used to pay down the outstanding indebtedness (such as, for example, in the case when the outstanding indebtedness has a maturity longer than the maturity of the loan to the related party).  When we borrow from related parties, we are generally able to pay a lower rate of interest than we would pay if we borrowed from unrelated parties.
- 30 -
During 2018, we had an unsecured revolving promissory note with Contran whereby Contran agreed to loan us up to $360 million.  Contran’s loan to Valhi, as amended, bears interest at prime plus 1% (6.50% at December 31, 2018), payable quarterly and all principal and unpaid interest due on demand, but in any event no earlier than December 31, 2020.  The agreement contains no financial covenants or other financial restrictions. We pay an unused commitment fee quarterly to Contran on the available balance (except during periods during which Contran would be a net borrower from us).  Loans made from Contran at any time under the agreement are solely at Contran’s discretion.  During 2018, Contran made aggregate non-cash loans to Valhi of $36.3 million (previously-disclosed deemed borrowing by Valhi in connection with the sale of WCS), Valhi repaid an aggregate of $6.3 million, and the largest amount of principal outstanding under the loan was $320.6 million. At December 31, 2018, the outstanding balance of such loan from Contran was $314.3 million. During 2018, we paid an aggregate of $18.9 million of interest and unused commitment fees to Contran under this facility.  We expect this relationship with Contran will continue in 2019.
In March 2018, our management made a presentation to our audit committee regarding our loan from Contran.  Among other things during such presentation, the committee was informed of the following (in addition to the matters described above):
·
We currently have no third party credit facility in place, and previous attempts by us to obtain a credit facility from a third party in the recent past on terms reasonably acceptable to us  have been unsuccessful (and in any event the third-party credit facility would have been on a secured basis);
·
One of Contran’s sources of liquidity is currently a secured revolving credit facility with a third-party bank, with outstanding borrowings by Contran under this facility bearing interest at the prime rate, and this facility would be one source of liquidity for any loans Contran may make from time to time to us under our loan from Contran.
·
The interest rate we are currently paying on outstanding borrowings under our loan from Contran, while higher than the interest rate Contran is currently paying under its third-party revolving credit facility, is reasonable as compared to such Contran third-party interest rate, given among other things consideration of Contran’s creditworthiness in relation to our creditworthiness and that Contran’s loan to us would reasonably be at an interest rate higher as compared to the interest rate on Contran’s borrowings under its third-party revolving credit facility.
As part of such presentation, our chief financial officer, after consultation with our treasurer and other members of our management, advised the committee of his belief that the terms of our loan from Contran are fair and reasonable to us, and are on terms no less favorable than we could otherwise obtain from unrelated parties, and provided the committee with his recommendation that the committee approve, adopt and ratify our loan from Contran in all respects.
After considering the information contained in the presentation, including the recommendation of our chief financial officer, and following further discussion and review by the audit committee, our audit committee determined that the terms of our loan from Contran are fair and reasonable to us, and are on terms no less favorable than we could otherwise obtain from unrelated parties, in each case based on the collective business judgment and experience of members of the committee, and the committee approved, adopted and ratified our loan from Contran in all respects.
Data Recovery Program .  Contran and certain of our subsidiaries participate in a combined information technology data recovery program that Contran provides from a data recovery center that it established.  Pursuant to the program, Contran, Kronos Worldwide and EWI share information technology data recovery services.  The program apportions its costs among these companies.  Kronos Worldwide and EWI paid Contran $0.3 million and less than $0.1 million, respectively, for such services in 2018.  We expect that the relationship between Kronos Worldwide and Contran with respect to these matters will continue in 2019.  During 2018, the audit committee of Kronos Worldwide and NL approved and ratified their participation in the data recovery program in accordance with the terms of their own RPT Policies.
Guarantees Provided to Valhi by Affiliates and Related Items .  From time to time, Contran and its affiliates may provide guarantees and/or pledge collateral with respect to our indebtedness or our other obligations.  During 2018, a Contran affiliate guaranteed certain indebtedness and deferred payment obligations of Tremont to a third party, as more fully described below.  We expect the guarantee of Tremont’s third-party indebtedness will continue in 2019.
- 31 -
·
At December 31, 2018, Dixie Rice had guaranteed Tremont’s obligations under a promissory note payable ($9.4 million principal amount outstanding) and a deferred payment obligation ($11.1 million face value, $9.6 million carrying value), in each case issued by Tremont in connection with the acquisition of an additional ownership interest in BMI and LandWell in December 2013.
In March 2018, our management made a presentation to our audit committee regarding the guarantees and related items provided to us and our subsidiaries by Contran and its affiliates.  Among other things during such presentation, the committee was informed of the following (in addition to the matters described above):
·
In connection with the guarantees and related items, the company benefiting from the guarantee has generally indemnified the guarantor from any loss the guarantor might suffer as a result of the guarantor providing the guarantees;
·
the benefits to us of having such guarantees and related items issued or provided on our behalf include, among other things, the fact that the third-party beneficiaries of such guarantees and related items would not have entered into the transaction associated with such guarantees in the absence of such guarantees; and
·
these guarantees and related items have been issued or provided on our behalf without cost to us.
As part of the presentation, our chief financial officer, after consultation with other members of our management, advised the committee of his belief that the guarantees and related items issued or provided on our behalf are fair and reasonable to us, and are on terms no less favorable to us than could be obtained from unrelated parties, and provided the committee with his recommendation that the committee approve, adopt and ratify the guarantees and related items in all respects.
After considering the information contained in the presentation, including the recommendation of our chief financial officer, and following further discussion and review by the audit committee, our audit committee determined that the terms of the guarantees and related items issued or provided on our behalf are fair and reasonable to us, and are on terms no less favorable than we could otherwise obtain from unrelated parties, in each case based on the collective business judgment and experience of members of the committee, and the committee approved, adopted and ratified the guarantees and related items in all respects.
Guarantees Provided by Valhi to Affiliates and Related Items .  From time to time, we and our subsidiaries may provide guarantees and/or pledge collateral with respect to indebtedness or other obligations of Contran and its affiliates. At December 31, 2018, we had pledged an aggregate 30.2 million shares of our Kronos Worldwide common stock as collateral under Contran’s third-party revolving bank credit facility.  We receive an annual fee from Contran for pledging these shares equal to the aggregate fair market value of the shares pledged multiplied by 50 basis points, payable quarterly.  During 2018 we received $3.1 million from Contran for this pledge.  We expect this relationship with Contran will continue in 2019.
In March 2018, our management made a presentation to our audit committee regarding the pledge of Kronos Worldwide shares for the benefit of Contran.  Among other things during such presentation, the committee was informed of the following (in addition to the matters described above):
·
In connection with our pledge of the Kronos Worldwide shares, Contran has indemnified us from any loss we might suffer as a result of providing the pledge;
·
the benefits to us of pledging such shares of Kronos Worldwide common stock include, among other things, the fact that we currently have a $360 million revolving credit facility with Contran, and the Contran third-party revolving bank credit facility is one of Contran’s sources of liquidity in order for Contran to have sufficient funds to loan to us under our loan from Contran, and Contran has issued a letter of credit under the Contran third-party revolving bank credit facility for the benefit of WCS.
- 32 -
As part of the presentation, our chief financial officer, after consultation with other members of our management, advised the committee of his belief that the terms of the pledge of our shares of Kronos Worldwide common stock as collateral under Contran’s third-party revolving bank credit facility (including the fee we receive for such pledge) is fair and reasonable to us, and is on terms no less favorable than we could otherwise obtain from unrelated parties, and provided the committee with his recommendation that the committee approve, adopt and ratify such pledge in all respects.
After considering the information contained in the presentation, including the recommendation of our chief financial officer, and following further discussion and review by the audit committee, our audit committee determined that the terms of the pledge of our shares of Kronos Worldwide common stock as collateral under Contran’s third-party revolving bank credit facility (including the fee we receive for such pledge) is fair and reasonable to us, and is on terms no less favorable than we could otherwise obtain from unrelated parties, in each case based on the collective business judgment and experience of members of the committee, and the committee approved, adopted and ratified such pledge in all respects.
Prior Subsidiary Matters .  As previously described in last year’s Valhi proxy statement, prior to our sale of WCS on January 26, 2018, a Contran affiliate guaranteed indebtedness of WCS under a financing capital lease, and Contran and its affiliates provided or assisted WCS (including in certain instances providing a guaranty) with financial assurances that WCS was required to provide to Texas government agencies with respect to certain decommissioning obligations related to WCS’s facilities in West Texas.  In certain instances, the guarantees included the pledge of collateral.  All of the guarantees (including a letter of credit) and pledges of collateral in respect to WCS were released concurrent with the completion of the sale of WCS on January 26, 2018.

- 33 -
AUDIT COMMITTEE REPORT
Our audit committee of the board of directors is composed of four directors and operates under a written charter adopted by the board of directors.  All members of our audit committee meet the independence standards established by the board of directors and the NYSE and promulgated by the SEC under the Sarbanes-Oxley Act of 2002.  One member of our audit committee meets the audit committee financial expert requirements under the applicable SEC rules.  The audit committee charter is available on our website at www.valhi.net under the corporate governance section, and our audit committee reviews the adequacy of and compliance with such charter annually.
Our management is responsible for, among other things, preparing our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or “GAAP,” establishing and maintaining internal control over financial reporting (as defined in Securities Exchange Act Rule 13a-15(f)) and evaluating the effectiveness of such internal control over financial reporting.  Our independent registered public accounting firm is responsible for auditing our consolidated financial statements in accordance with the standards of the PCAOB and for expressing an opinion on the conformity of the financial statements with GAAP.  Our independent registered public accounting firm is also responsible for auditing our internal control over financial reporting in accordance with such standards and for expressing an opinion on our internal control over financial reporting.
Our audit committee assists the board of directors in fulfilling its responsibility to oversee management’s implementation of our financial reporting process and the audits of our consolidated financial statements and our internal control over financial reporting.   Our audit committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm.  As part of fulfilling this responsibility, our audit committee engages in an annual evaluation of, among other things, the firm’s qualifications, competence, integrity, expertise, performance, independence and communications with the committee (including these factors as they relate specifically to the firm’s lead audit engagement partner), and whether the current firm should be retained for the upcoming year’s audit.  Our audit committee discusses with our independent registered public accounting firm the overall scope and plans for the audits they will perform, and the committee meets with the firm throughout the year, both with and without management being present, to monitor the firm’s execution of and results obtained from their audits.  Our audit committee performs other activities throughout the year, in accordance with the responsibilities of the audit committee specified in the audit committee charter, including the approval or ratification of certain related party transactions in accordance with the terms of our RPT Policy, as discussed above in the Certain Relationships and Transactions section in this proxy statement.
In its oversight role, our audit committee reviewed and discussed our audited consolidated financial statements and our internal control over financial reporting with management and with PwC, our independent registered public accounting firm for 2018.  Management and PwC indicated that our consolidated financial statements as of and for the year ended December 31, 2018 were fairly stated in accordance with GAAP and that our internal control over financial reporting was effective as of December 31, 2018.  Our audit committee discussed with PwC and management the significant accounting policies used and significant estimates made by management in the preparation of our audited consolidated financial statements, and the overall quality of management’s financial reporting process.  Our audit committee and PwC also discussed any issues deemed significant by PwC or the committee, including the matters required to be discussed pursuant to the standards of the PCAOB, the rules of the SEC and other applicable regulations.  PwC has provided to our audit committee written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and our audit committee discussed with PwC the firm’s independence.  Our audit committee also concluded that PwC’s provision of other permitted non-audit services to us and our related entities is compatible with PwC’s independence.
Based upon the foregoing considerations, our audit committee recommended to the board of directors that our audited consolidated financial statements be included in our 2018 Annual Report on Form 10-K for filing with the SEC.
The members of our audit committee of the board of directors respectfully submit the foregoing report as of March 13, 2019.
 
Thomas E. Barry
Chairman of our Audit Committee
 
W. Hayden McIlroy
Member of our Audit Committee
 
         
 
Terri L. Herrington
Member of our Audit Committee
 
Mary A. Tidlund
Member of our Audit Committee
 
     
- 34 -
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM MATTERS
Independent Registered Public Accounting Firm .  PwC served as our independent registered public accounting firm for the year ended December 31, 2018.  Our audit committee has appointed PwC to review our quarterly unaudited condensed consolidated financial statements to be included in our Quarterly Report on Form 10‑Q for the first quarter of 2019.  We expect PwC will be considered for appointment to:
·
review our quarterly unaudited condensed consolidated financial statements to be included in our Quarterly Reports on Form 10-Q for the second and third quarters of 2019 and the first quarter of 2020; and
·
audit our annual consolidated financial statements and internal control over financial reporting for the year ending December 31, 2019.
Representatives of PwC are not expected to attend our 2019 annual stockholder meeting.
Fees Paid to PricewaterhouseCoopers LLP .  The following table shows the aggregate fees that PwC has billed or is expected to bill to us, NL, Kronos Worldwide or CompX for services rendered for 2017 and 2018 that our audit committee authorized for us and our privately held subsidiaries and the NL, Kronos Worldwide or CompX audit committees each separately authorized for its corporation and such corporation’s privately held subsidiaries.  Additional fees for 2018 may subsequently be authorized and paid to PwC, in which case the amounts disclosed below for fees paid to PwC for 2018 would be adjusted to reflect such additional payments in our proxy statement relating to next year’s annual stockholder meeting.  In this regard, we have similarly adjusted the audit fees shown for 2017 from the amounts disclosed in our 2018 proxy statement.
Entity (1)
 
Audit
Fees (2)
   
Audit
Related
Fees (3)
   
Tax
Fees (4)
   
All Other
Fees
   
Total
 
   
(in thousands)
 
Valhi and Subsidiaries
                             
2017  
   
1,107
     
10
     
-0-
     
-0-
     
1,117
 
2018  
   
895
     
-0-
     
-0-
     
-0-
     
895
 
                                         
NL and Subsidiaries
                                       
2017  
   
532
     
-0-
     
-0-
     
-0-
     
532
 
2018  
   
541
     
-0-
     
-0-
     
-0-
     
541
 
                                         
Kronos Worldwide and Subsidiaries
                                       
2017  
   
3,330
     
237
     
33
     
-0-
     
3,600
 
2018  
   
3,620
     
67
     
6
     
-0-
     
3,693
 
                                         
CompX and Subsidiaries
                                       
2017  
   
879
     
4
     
-0-
     
-0-
     
883
 
2018  
   
887
     
-0-
     
-0-
     
-0-
     
887
 
                                         
Total
                                       
2017  
   
5,848
     
251
     
33
     
-0-
     
6,132
 
2018  
   
5,943
     
67
     
6
     
-0-
     
6,016
 
 
                                                                    
(1)
Fees are reported without duplication.
(2)
Fees for the following services:

(a)
audits of consolidated year-end financial statements for each year and, as applicable, of internal control over financial reporting;

(b)
reviews of the unaudited quarterly financial statements appearing in Forms 10-Q for each of the first three quarters of each year;

(c)
consents and/or assistance with registration statements filed with the SEC;

(d)
normally provided statutory or regulatory filings or engagements for each year; and

(e)
the estimated out-of-pocket costs PwC incurred in providing all of such services, for which PwC is reimbursed.
(3)
Fees for assurance and related services reasonably related to the audit or review of financial statements for each year.  These services included accounting consultations and attest services concerning financial accounting and reporting standards and advice concerning internal control over financial reporting, as applicable.
(4)
Permitted fees for tax compliance, tax advice and tax planning services.
- 35 -
Preapproval Policies and Procedures .  For the purpose of maintaining the independence of our independent registered public accounting firm, our audit committee has adopted policies and procedures for the preapproval of audit and other permitted services the firm provides to us or any of our subsidiaries other than our publicly held subsidiaries and their respective subsidiaries.  We may not engage the firm to render any audit or other permitted service unless the service is approved in advance by our audit committee pursuant to the committee’s preapproval policy.  Pursuant to the policy:
·
the committee must specifically preapprove, among other things, the engagement of our independent registered public accounting firm for audits and quarterly reviews of our financial statements, services associated with certain regulatory filings, including the filing of registration statements with the SEC, and services associated with potential business acquisitions and dispositions involving us; and
·
for certain categories of other permitted services provided by our independent registered public accounting firm, the committee may preapprove limits on the aggregate fees in any calendar year without specific approval of the service.
These other permitted services include:
·
audit-related services, such as certain consultations regarding accounting treatments or interpretations and assistance in responding to certain SEC comment letters;
·
audit-related services, such as certain other consultations regarding accounting treatments or interpretations, employee benefit plan audits, due diligence and control reviews;
·
tax services, such as tax compliance and consulting, transfer pricing, customs and duties and expatriate tax services; and
·
assistance with corporate governance matters and filing documents in foreign jurisdictions not involving the practice of law.
The policy also lists certain services for which the independent auditor is always prohibited from providing us under applicable requirements of the SEC or the PCAOB.
Pursuant to the policy, our audit committee has delegated preapproval authority to the chairman of the committee or his designee to approve any fees in excess of the annual preapproved limits for these categories of other permitted services provided by our independent registered public accounting firm.  The chairman must report any action taken pursuant to this delegated authority at the next meeting of the committee.
For 2018, our audit committee preapproved all of PwC’s services provided to us or any of our subsidiaries, other than our publicly held subsidiaries and their subsidiaries, in compliance with our preapproval policy without the use of the SEC’s de minimis exception to such preapproval requirement.
- 36 -

PROPOSAL 2
NONBINDING ADVISORY RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION
Background .    Pursuant to Section 14A of the Securities Exchange Act, a publicly held company is required to submit to its stockholders a nonbinding advisory vote to approve the compensation of its named executive officers, commonly known as a “Say-on-Pay” proposal.  Our stockholders have approved an annual frequency for these Say-on-Pay proposals.  After the 2019 annual meeting of stockholders, the next nonbinding stockholder advisory vote on a Say-on-Pay proposal will be at our 2020 annual meeting of stockholders. The next nonbinding stockholder advisory vote on the frequency of a Say-on-Pay proposal will be at our 2023 annual meeting of stockholders.
Say-on-Pay Proposal .   This proposal affords our stockholders the opportunity to submit a nonbinding advisory vote on our named executive officer compensation.  T he Compensation Discussion and Analysis section, the tabular disclosure regarding our named executive officer compensation and the related disclosure in this proxy statement describe our named executive officer compensation and the compensation decisions made by our management and our management development and compensation committee of the board of directors with respect to our named executive officers.  This proposal is not intended to address any specific element of compensation of our named executive officers as described in this proxy statement, but the compensation of our named executive officers in general.  Our board of directors requests that each stockholder cast a nonbinding advisory vote to adopt the following resolution:
RESOLVED , that, by the affirmative vote of the holders of the majority of the outstanding shares present in person or represented by proxy at the 2019 annual stockholder meeting and entitled to vote on the subject matter, the stockholders of Valhi, Inc. approve, on a nonbinding advisory basis, the compensation of its executive officers named in the 2018 Summary Compensation Table in the 2019 annual meeting proxy statement of Valhi, Inc. as such compensation is disclosed in the proxy statement pursuant to the executive compensation disclosure rules of the U.S. Securities and Exchange Commission, which disclosure includes the compensation discussion and analysis, the compensation tables and any related disclosure in the proxy statement.
Effect of the Proposal .   The Say-on-Pay proposal is nonbinding and advisory.  Our stockholders’ approval or disapproval of this proposal will not require our board of directors, its management development and compensation committee or our management to take any action regarding our executive compensation practices.
Vote Required .   B ecause this proposal is a nonbinding advisory vote, there is no minimum requisite vote to approve the Say-on-Pay proposal.  T he proposed resolution provides that the affirmative vote of the holders of the majority of the outstanding shares present in person or represented by proxy at the 2019 annual stockholder meeting and entitled to vote on the subject matter will be the requisite vote to adopt the resolution and approve the compensation of our named executive officers as such compensation is disclosed in this proxy statement.  Accordingly, abstentions will be counted as represented and entitled to vote and will therefore have the effect of a negative vote.  Broker/nominee non-votes will not be counted as entitled to vote and will have no effect on this proposal.
Dixie Rice has indicated its intention to have its shares of our common stock represented at the meeting and to vote such shares FOR the Say-on-Pay proposal and adoption of the resolution that approves the compensation of our named executive officers as described in this proxy statement.   If Dixie Rice attends the meeting in person or by proxy and votes as indicated, the meeting will have a quorum present and the stockholders will adopt the resolution and approve the nonbinding advisory Say-on-Pay proposal.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE SAY-ON-PAY PROPOSAL AS SET FORTH IN THE NONBINDING ADVISORY RESOLUTION APPROVING OUR NAMED EXECUTIVE OFFICER COMPENSATION AS DISCLOSED IN THIS PROXY STATEMENT.
- 37 -
OTHER MATTERS
The board of directors knows of no other business that will be presented for consideration at the annual meeting.  If any other matters properly come before the meeting, the persons designated as agents in the enclosed proxy card will vote on such matters in their discretion.
2018 ANNUAL REPORT ON FORM 10-K
A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 is included as part of the annual report made available to our stockholders with this proxy statement and may also be accessed on our website at www.valhi.net .
STOCKHOLDERS SHARING THE SAME ADDRESS
Stockholders who share an address and hold shares through a brokerage firm or other nominee may receive only one copy of the notice of internet availability of proxy materials.  This procedure, referred to as householding, reduces the volume of duplicate information stockholders receive and reduces mailing and printing expenses.  A number of brokerage firms have instituted householding.  You should notify your brokerage firm or other nominee if:
·
you no longer wish to participate in householding and would prefer to receive a separate notice of internet availability of proxy materials; or
·
you receive multiple copies of the notice of internet availability of proxy materials at your address and would like to request householding of our communications.
REQUEST COPIES OF THE 2018 ANNUAL REPORT AND THIS PROXY STATEMENT
To obtain copies of our 2018 Annual Report to Stockholders or this proxy statement without charge, please mail your request to the attention of Andrew B. Nace, c orporate secretary, at Valhi, Inc., Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697, or call him at 972.233.1700.
Valhi, Inc.




Dallas, Texas
March 26, 2019
- 38 -




















































Valhi, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240‑2697

Valhi, Inc.

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF VALHI, INC. FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 23, 2019

The undersigned hereby appoints Gregory M. Swalwell, Andrew B. Nace and Jane R. Grimm, and each of them, proxy for the undersigned, with full power of substitution, to vote on behalf of the undersigned at the 2019 Annual Meeting of Stockholders (the "Meeting") of Valhi, Inc., a Delaware corporation ("Valhi"), to be held at Valhi's corporate offices at Three Lincoln Centre,
5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697 on Thursday, May 23, 2019, at 10:00 a.m. (local time), and at any adjournment or postponement of the Meeting, all of the shares of common stock, par value $0.01 per share, of Valhi standing in the name of the undersigned or that the undersigned may be entitled to vote on the proposals set forth, and in the manner directed, on this proxy card.

THIS PROXY AUTHORIZATION MAY BE REVOKED AS SET FORTH IN THE PROXY STATEMENT
THAT ACCOMPANIED THIS PROXY CARD.

The agents named on this proxy card, if this card is properly executed, will vote in the manner directed on this card.
If this card is properly executed but no direction is given with respect to the election of one or more nominees named on the reverse side of this card or proposal 2, the agents will vote "FOR" each such nominee for election as a director and "FOR" proposal 2. To the extent allowed by applicable law, the agents will vote in their discretion on any other matter that may properly come before the Meeting and any adjournment or postponement thereof.


PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
SEE REVERSE SIDE.


              FOLD AND DETACH HERE AND READ THE REVERSE SIDE

















Important Notice Regarding the Availability of Proxy Materials for the
Annual Stockholder Meeting to Be Held on May 23, 2019.

The proxy statement and annual report to stockholders (including Valhi's Annual
Report on Form 10-K for the fiscal year ended December 31, 2018) are available at
http://www.viewproxy.com/Valhi/2019 .
 

 
Please mark your vote like this ☒

The Board of Directors recommends a vote FOR all of the nominees listed and FOR Proposal 2.

       
1.  Director Nominees:
     
01. Thomas E. Barry
☐ FOR
☐ WITHHOLD
2. Nonbinding advisory vote approving named executive officer compensation.
02. Loretta J. Feehan
☐ FOR
☐ WITHHOLD
☐ FOR ☐ AGAINST ☐ ABSTAIN
03. Robert D. Graham
☐ FOR
☐ WITHHOLD
3. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting and any adjournment or postponement thereof.
04. Terri L. Herrington
☐ FOR
☐ WITHHOLD
 
05. W. Hayden McIlroy
☐ FOR
☐ WITHHOLD
 
06. Mary A. Tidlund
☐ FOR
☐ WITHHOLD
WILL ATTEND THE MEETING ☐
       
     
Date , 2019
       
     
Signature  
DO NOT PRINT IN THIS AREA
(Shareholder Name & Address Data)
 
     
Signature  
     
Note: Please sign exactly as the name that appears on this card.  Joint owners should each sign. When signing other than in an individual capacity, please fully describe such capacity. Each signatory hereby revokes all proxies heretofore given to vote at said Meeting and any adjournment or postponement thereof.
     
Change of Address – Please print new address below.
       
       
       
CONTROL NUMBER
     
       

 
 
FOLD AND DETACH HERE AND READ THE REVERSE SIDE.




 
CONTROL NUMBER
 
     





PROXY VOTING INSTRUCTIONS
Please have your 11 digit control number ready when voting by Internet or Telephone.


 
 
   
 
(
   
INTERNET
Vote Your Proxy on the Internet: Go to www.AALvote.com/VHI
  Have your proxy card
available when you access the above
website. Follow the prompts to vote your shares.
 
 
TELEPHONE
Vote Your Proxy by Phone:
Call 1 (866) 804-9616
Use any touch-tone telephone to vote your proxy.
Have your proxy card available when you call.
Follow the voting   instructions to vote your shares.
 
 
MAIL
Vote Your Proxy by Mail:
 
Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided.
 
 
 
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