NL DEF 14A

Nli Holdings, Inc. (NL)

DEF 14A 2026-03-25 For: 2026-05-14

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Added on June 12, 2026

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	Page
TABLE OF CONTENTS	i
GLOSSARY OF TERMS	iii
GENERAL INFORMATION	1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	1
CONTROLLING SHAREHOLDER	6
SECURITY OWNERSHIP	6
Ownership of NL	6
Ownership of Related Companies	7
PROPOSAL 1: ELECTION OF DIRECTORS	10
Nominees for Director	10
EXECUTIVE OFFICERS	12
CORPORATE GOVERNANCE	14
Controlled Company Status, Director Independence and Committees	14
2025 Meetings and Standing Committees of the Board of Directors	14
Audit Committee	14
Management Development and Compensation Committee	14
Risk Oversight	15
Identifying and Evaluating Director Nominees	15
Leadership Structure of the Board of Directors and Independent Director Meetings	16
Shareholder Proposals and Director Nominations for the 2027 Annual Meeting of Shareholders	16
Communications with Directors	16
Compensation Committee Interlocks and Insider Participation	17
Code of Business Conduct and Ethics	17
Corporate Governance Guidelines	17
Availability of Corporate Governance Documents	17
Insider Trading Policy	17
Employee, Officer and Director Hedging	17
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS AND OTHER INFORMATION	17
Compensation Discussion and Analysis	17
Compensation Committee Report	20
Summary of Cash and Certain Other Compensation of Executive Officers	21
No Grants of Plan-Based Awards	22
No Outstanding Equity Awards at December 31, 2025	22
No Option Exercises or Stock Vested	22
Pension Benefits	22
Nonqualified Deferred Compensation	22
Pay Ratio Disclosure	22
Director Compensation	23
Pay Versus Performance	25
Compensation Policies and Practices as They Relate to Risk Management	26
Compensation Consultants	27
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	27
CERTAIN RELATIONSHIPS AND TRANSACTIONS	27
Related Party Transaction Policy	27
Relationships with Related Parties	28
Intercorporate Services Agreements	28
Risk Management Program	29
Tax Matters	30
Termination of Pension Plan	31
Related Party Loans for Cash Management Purposes	32
Secured Loan from Valhi	33
Subordinated, Unsecured Term Loan from Contran to Kronos Worldwide	33
IT Data Services Program	34
Office Sublease	34
AUDIT COMMITTEE REPORT	35
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM MATTERS	36
Independent Registered Public Accounting Firm	36
Fees Paid to PricewaterhouseCoopers LLP	36
Preapproval Policies and Procedures	37

PROPOSAL 2: NONBINDING ADVISORY RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION	38
Background	38
Say-on-Pay Proposal	38
Effect of the Proposal	38
Vote Required	38
PROPOSAL 3: THE REINCORPORATION PROPOSAL	39
Reasons for the Reincorporation	39
Alternatives Considered and Countervailing Factors	42
NL-Delaware	43
The Plan of Merger	43
Effective Time	43
Certain Effects of the Change in State of Incorporation	43
Certain Changes to the Certificate of Incorporation and Bylaws	44
Comparison of Stockholder Rights Before and After the Reincorporation	45
Interest of NL’s Directors and Executive Officers in the Reincorporation	48
Termination, Abandonment or Amendment of the Plan of Merger	48
Accounting Treatment	49
Certain Federal Income Tax Consequences of Reincorporation	49
Exchange of Stock Certificates	49
Securities Act Consequences	49
Regulatory Approval and Third Party Consents	49
Dissenters Rights	50
Vote Required	50
Board Recommendation	50
PROPOSAL 4: APPROVAL, AS PART OF THE REINCORPORATION, OF A PROVISION IN THE DELAWARE CERTIFICATE OPTING OUT OF DGCL SECTION 203	50
Proposed Provision; Consequences of Shareholder Vote	50
Purpose and Effect of Proposed Article VIII	50
Vote Required	51
PROPOSAL 5: THE ADJOURNMENT PROPOSAL	51
The Adjournment Proposal	51
Vote Required	51
Board Recommendation	51
OTHER MATTERS	52
2025 ANNUAL REPORT ON FORM 10-K	52
SHAREHOLDERS SHARING THE SAME ADDRESS	52
REQUEST COPIES OF THE 2025 ANNUAL REPORT AND THIS PROXY STATEMENT	52
APPENDIX A. PLAN OF MERGER	A-1
APPENDIX B. DELAWARE CERTIFICATE	B-1
APPENDIX C. DELAWARE BYLAWS	C-1


		NL Common Stock (1)
		Amount and Nature of		Percent of
Name of Beneficial Owner		Beneficial Ownership		Class (2)
5% Shareholders:

Harold C. Simmons Family Trust No. 2		40,387,531	(3)(4)	82.7	%
Lisa K. Simmons		40,387,531	(3)(4)	82.7	%

Directors and Named Executive Officers

Loretta J. Feehan		35,050	(5)	*
John E. Harper		32,050	(5)	*
Kevin B. Kramer		18,350	(5)	*
Meredith W. Mendes		28,550	(5)	*
Cecil H. Moore, Jr.		43,550	(5)	*
Courtney J. Riley		‑0‑	(5)	‑0‑
Michael S. Simmons		‑0‑	(5)	‑0‑
R. Gerald Turner		3,739	(5)	*

John R. Powers, III		‑0‑	(5)	‑0‑
Amy A. Samford		2,000	(5)	*
John A. Sunny		‑0‑	(5)	‑0‑

Current directors and executive officers as a group (18 persons)		164,539	(5)	*


Valhi		50.4%
NLKW		30.6%
Contran		Less than 1%


	Sincerely,


	Loretta J. Feehan Chair of the Board


	Courtney J. Riley President and Chief Executive Officer

	By Order of the Board of Directors,

	Jane R. Grimm, Secretary


		Kronos Worldwide Common Stock				Valhi Common Stock
		Amount and Nature		Percent of		Amount and Nature		Percent of
		of Beneficial		Class		of Beneficial		Class
Name of Beneficial Owner		Ownership (1)		(1)(2)		Ownership (1)		(1)(3)
Loretta J. Feehan		21,250	(4)	*		7,491	(4)	*
John E. Harper		16,250	(4)	*		‑0‑	(4)	‑0‑
Kevin B. Kramer		24,260	(4)	*		1,900	(4)	*
Meredith W. Mendes		13,750	(4)	*		‑0‑	(4)	‑0‑
Cecil H. Moore, Jr.		30,774	(4)	*		‑0‑	(4)	‑0‑
Courtney J. Riley		‑0‑	(4)	‑0‑		‑0‑	(4)	‑0‑
Michael S. Simmons		5,000	(4)	*		‑0‑	(4)	‑0‑
R. Gerald Turner		32,046	(4)	*		586	(4)	*

John R. Powers, III		‑0‑	(4)	‑0‑		‑0‑	(4)	‑0‑
Amy A. Samford		5,000	(4)	*		1,000	(4)	*
John A. Sunny		‑0‑	(4)	‑0‑		‑0‑	(4)	‑0‑

Current directors and executive officers as a group (18 persons)		195,783	(4)	*		13,727	(4)	*


		CompX Class A Common Stock
		Amount and Nature of		Percent of
Name of Beneficial Owner		Beneficial Ownership (1) (2)		Class (1) (2)
Loretta J. Feehan		11,700	(3)	*
John E. Harper		‑0‑	(3)	‑0‑
Kevin B. Kramer		6,790	(3)	*
Meredith W. Mendes		‑0‑	(3)	‑0‑
Cecil H. Moore, Jr.		2,695	(3)	*
Courtney J. Riley		‑0‑	(3)	‑0‑
Michael S. Simmons		‑0‑	(3)	‑0‑
R. Gerald Turner		‑0‑	(3)	‑0‑

John R. Powers, III		‑0‑	(3)	‑0‑
Amy A. Samford		1,000	(3)	*
John A. Sunny		‑0‑	(3)	‑0‑

Current directors and executive officers as a group (18 persons)		27,242	(3)	*


Name	Age	Position(s)

Michael S. Simmons‌	54	Vice Chairman of the Board
Courtney J. Riley‌	60	President and Chief Executive Officer
Kristin B. McCoy‌	53	Executive Vice President, Tax

Andrew B. Nace‌	61	Executive Vice President
Amy Allbach Samford‌	51	Executive Vice President and Chief Financial Officer
John A. Sunny‌	63	Executive Vice President and Chief Information Officer
Erica A. Austin‌	35	Senior Vice President, Employee Benefits
Bryan A. Hanley‌	45	Senior Vice President and Treasurer
John R. Powers, III‌	53	Senior Vice President and General Counsel
Bart W. Reichert‌	55	Vice President, Internal Audit
Amy E. Ruf‌	49	Vice President and Controller
Darci B. Scott‌	51	Vice President, Tax


Name and Principal Position		Year		Salary			Stock Awards		Total
Michael S. Simmons		2025		$	2,616,000	(3)	$	‑0‑	$	2,616,000
Vice Chairman of the Board		2024			1,659,000	(3)		‑0‑		1,659,000
		2023			1,320,000	(3)		‑0‑		1,320,000

Courtney J. Riley		2025			1,412,000	(3)		‑0‑		1,412,000
President and Chief Executive Officer		2024			1,433,000	(3)		‑0‑		1,433,000
		2023			1,399,000	(3)		‑0‑		1,399,000

Amy A. Samford		2025			1,225,000	(3)		‑0‑		1,225,000
Executive Vice President and Chief Financial Officer		2024			1,231,000	(3)		‑0‑		1,231,000
		2023			1,175,000	(3)		‑0‑		1,175,000

John A. Sunny (2)		2025			1,142,000	(3)		‑0‑		1,142,000
Executive Vice President and Chief Information Officer		2024			1,078,000	(3)		‑0‑		1,078,000

John R. Powers, III		2025			723,000	(3)		‑0‑		723,000
Senior Vice President and General Counsel		2024			696,000	(3)		‑0‑		696,000
		2023			671,000	(3)		‑0‑		671,000


		2023		2024		2025
Michael S. Simmons
ISA Fees:
CompX		$	162,000	$	191,000	$	309,000
Kronos Worldwide			727,000		932,000		1,504,000
NL			431,000		536,000		803,000
		$	1,320,000	$	1,659,000	$	2,616,000
Courtney J. Riley
ISA Fees:
CompX		$	33,000	$	33,000	$	43,000
Kronos Worldwide			752,000		777,000		808,000
NL			614,000		623,000		561,000
		$	1,399,000	$	1,433,000	$	1,412,000
Amy A. Samford
ISA Fees:
CompX		$	441,000	$	468,000	$	415,000
Kronos Worldwide			220,000		229,000		265,000
NL			514,000		534,000		545,000
		$	1,175,000	$	1,231,000	$	1,225,000
John A. Sunny
ISA Fees:
CompX				$	68,000	$	71,000
Kronos Worldwide					954,000		1,013,000
NL					56,000		58,000
				$	1,078,000	$	1,142,000
John R. Powers, III
ISA Fees:
CompX		$	39,000	$	40,000	$	50,000
Kronos Worldwide			174,000		181,000		180,000
NL			458,000		475,000		493,000
		$	671,000	$	696,000	$	723,000


	2025 Director
	Retainers
Each director	$	50,000
Chair of our 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


		Fees Earned
		or Paid in			Stock
Name		Cash (2)			Awards (3)			Total
Loretta J. Feehan (4)		$	107,000		$	20,100		$	127,100
John E. Harper (4)			107,000			20,100			127,100
Kevin B. Kramer (4)			82,000			20,100			102,100
Meredith W. Mendes (4)			107,000			20,100			127,100
Cecil H. Moore, Jr. (4)			107,000			20,100			127,100
R. Gerald Turner (4)(5)			40,500			20,100			60,600


	Fees Earned or		Stock
Name	Paid in Cash (a)		Awards (b)		Total
Loretta J. Feehan
CompX Director Services	$	105,000	$	19,493	$	124,493
Kronos Worldwide Director Services		108,000		20,076		128,076
	$	213,000	$	39,569	$	252,569
John E. Harper
Kronos Worldwide Director Services	$	108,000	$	20,076	$	128,076

Kevin B. Kramer
Kronos Worldwide Director Services	$	83,000	$	20,076	$	103,076

Meredith W. Mendes
Kronos Worldwide Director Services	$	103,000	$	20,076	$	123,076

Cecil H. Moore, Jr.
Kronos Worldwide Director Services	$	107,000	$	20,076	$	127,076

R. Gerald Turner
Kronos Worldwide Director Services	$	88,000	$	20,076	$	108,076


			Closing Price		Dollar Value
	Shares	Date of	on Date of		of Stock
Common Stock	Granted	Grant	Grant		Award
CompX Class A Common Stock	750	5/21/25	$	25.99	$	19,493
Kronos Worldwide Common Stock	2,800	5/14/25		7.17		20,076


					Fees Expected to
		Fees Paid to			be Paid to
		Contran under			Contran under
Recipient of Services from Contran under an ISA		the ISAs in 2025			the ISAs in 2026

		(In millions)
NL Industries, Inc.		$	5.7		$	5.1
Kronos Worldwide, Inc.			25.8			23.1
CompX International Inc.			3.4			3.3
Total		$	34.9		$	31.5


Cecil H. Moore, Jr. Chairman of our Audit Committee		Meredith W. Mendes Member of our Audit Committee

John E. Harper Member of our Audit Committee		R. Gerald Turner Member of our Audit Committee

Kevin B. Kramer Member of our Audit Committee


					Audit
		Audit			Related			Tax			All Other
Entity (1)		Fees (2)			Fees (3)			Fees (4)			Fees			Total

		(in thousands)
NL and Subsidiaries
2024		$	795		$	‑0‑		$	‑0‑		$	‑0‑		$	795
2025			793			‑0‑			‑0‑			‑0‑			793

Kronos Worldwide and Subsidiaries (5)
2024			5,093			32			9			‑0‑			5,134
2025			4,876			24			12			‑0‑			4,912

CompX and Subsidiaries
2024			1,144			‑0‑			‑0‑			‑0‑			1,144
2025			1,132			‑0‑			‑0‑			‑0‑			1,132

Total
2024			7,032			32			9			‑0‑			7,073
2025			6,801			24			12			‑0‑			6,837


	New Jersey	Delaware
Dividends	Under the NJBCA, subject to any restrictions in the corporation’s certificate of incorporation, a New Jersey corporation may, by resolution of its board, pay dividends on its shares in cash, in its own shares, in its bonds or in other property, including the shares or bonds of other corporations. A corporation may not declare a dividend if, after giving effect to the dividend, it would be unable to pay its debts as they come due, or if its total assets would be less than its total liabilities.	Under Delaware law, subject to any restrictions in the corporation’s certificate of incorporation, a Delaware corporation may pay dividends out of surplus (generally, the amount by which total assets exceed the sum of total liabilities and capital) or, if there is no surplus, out of net profits for the fiscal year in which declared and for the preceding fiscal year. Delaware law also provides that dividends may not be paid out of net profits if, after the payment of the dividend, capital is less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets.
Removal of Directors	The Current Bylaws provide that, subject to the rights of any outstanding class of preferred stock, a director may be removed from office at any time by shareholders, with or without cause, by the affirmative vote of holders of a majority of the votes cast by the shareholders of the corporation entitled to vote for the election of directors; and also provide that any director may be removed at any time for cause by the affirmative vote of a majority of the entire board of directors.	The Delaware Bylaws will provide that, subject to the rights of any outstanding class of preferred stock, a director may be removed from office at any time by the stockholders, with or (unless the board is classified) without cause, by the affirmative vote of the holders of at least a majority of the voting power of all of the shares of the corporation entitled to vote for the election of such director. Consistent with the DGCL, there is no provision for removal by the board of directors.
Action by Stockholders Without a Meeting	Subject to the NJBCA, the Current Bylaws permit action to be taken by shareholders without a meeting, upon the written consent of shareholders who would have been entitled to cast the minimum number of votes that would have been necessary to authorize such action at a meeting. However, neither the NJBCA nor the Current Bylaws permit action to be taken	The Delaware Bylaws will permit action to be taken without a meeting of the stockholders upon the written consent of stockholders holding shares representing not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted. No

	relating to the election of directors without a meeting. No consent will be counted if it is received more than 60 days after the date of the board of directors’ action authorizing the solicitation of consents or, if consents are solicited from all shareholders, more than 60 days from the date of mailing of a consent solicitation.	written consent shall be effective unless, within 60 days after the earliest dated consent delivered to NL-Delaware, sufficient consents to take the action are delivered.
Notice of Stockholders Meeting	Under the Current Bylaws, written notice of shareholders meetings must be given by mail or personal service.	The Delaware Bylaws expressly allow notice of stockholders meetings to be given by a form of electronic transmission consented to by the stockholder to whom the notice is given. The provisions regarding notice by electronic transmission do not limit the manner by which notice otherwise may be given effectively to stockholders (such as by mail).
Remote Stockholders Meetings and Communication	Under the Current Bylaws, the board of directors may determine, in its sole discretion, that any meeting of shareholders will not be held at ‎a place, but may ‎instead be held solely by means of remote communication as provided under ‎the NJBCA.	Under the Delaware Bylaws, the board of directors may determine, in its sole discretion, that any meeting will not be held at ‎a place, but may instead be held solely by means of remote communication as provided under ‎the DGCL. In addition, the Delaware bylaws include a provision allowing the board to authorize (subject to certain conditions) stockholders and proxyholders not physically present at a meeting of stockholders to participate, be deemed present and vote by remote communication, whether such meeting is to be held at a designated place or solely by means of remote communication.
Adjournment of Stockholders Meeting	The Current Bylaws provide that adjournment of a shareholder meeting does not commence a new time period for giving notice of an annual meeting. When a determination of shareholders entitled to vote at a meeting has been made, that determination applies to any adjournment of the meeting unless the board of directors fixes a new record date.	The Delaware Bylaws will provide that adjournment or postponement of a stockholders meeting does not commence a new time period for giving notice of an annual meeting. Reflecting certain 2022 amendments to the DGCL, if a meeting of stockholders is adjourned to another time and place, including in order to address a technological failure at a meeting using remote communication, notice need not be given of the adjourned meeting if the time, place, and means of remote communication (if any) are announced at the meeting, displayed at the meeting time on the same electronic network used to enable remote participation (if any), or set forth in the initial notice of the meeting.
Confidential Voting	Under the Current Bylaws, all proxies, ballots and vote tabulations that identify the particular vote of a shareholder shall be kept confidential, except as required to allow the inspectors of election to certify the vote, as required by law, or where expressly requested by a shareholder.	The Delaware Bylaws do not contain a confidential voting provision.
Special Meetings	The Current Bylaws permit special meetings of the shareholders of NL to be called by the board of directors, the chair of the board or the	Under the Delaware Bylaws, special meetings of the stockholders of NL-Delaware can be called by the board of directors, the chair of the

	corporation with an interested stockholder or another corporation that would be an affiliate of the interested stockholder after the merger, or the issuance or transfer to the interested stockholder of stock with a market value greater than 5% of the corporation’s outstanding stock. As described elsewhere in this Proposal 3, our board of directors does not believe the NJSPA applies to Valhi, Inc., our controlling stockholder, in light of Valhi’s ownership of more than 5% of NL’s stock and NL’s lack of significant business operations in New Jersey, in each case at the time of certain 2013 amendments to the NJSPA. However, the availability of this exemption is a fact specific inquiry, and we cannot be certain that the relevant exemption would be interpreted in this manner.	the interested stockholder owned at least 85% of the outstanding stock of the corporation (excluding stock owned by certain persons), or (iii) at the time or after the stockholder became an interested stockholder, the board and at least 2/3 of the disinterested outstanding voting stock of the corporation approves the business combination. For purposes of Section 203, a “business combination” includes a merger, asset sale, or other transaction resulting in a financial benefit to the interested stockholder, and an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years prior thereto, did own) 15% or more of the corporation’s voting stock. The DGCL permits corporations to opt out of the application of Section 203 in their certificate of incorporation.
Consideration of Other Constituencies	The NJBCA allows NL’s board of directors, in the performance of their duties to the corporation, and including in the evaluation of a potential proposal to acquire the corporation, to consider (i) the effects of any action on the shareholders, the corporation’s employees, suppliers, creditors, and customers, and the community where the corporation operates; and (ii) the long- and short-term interests of the corporation and its shareholders, including that these interests may best be served by the corporation’s continued independence.	Under the DGCL, except for corporations that have opted to become public benefit corporations, directors of Delaware corporations do not have any express statutory authority to consider constituencies beyond stockholders when discharging their fiduciary duties. Delaware case law provides that fiduciary duties generally require directors to seek to maximize the value of the corporation for the long-term benefit of the stockholders and that directors can consider the interests of other constituencies so long as doing so serves the ultimate goal of value maximization.