CompX International (CIX) 10-K 2023 FY Annual report

COMPX INTERNATIONAL INC.

POLICY FOR THE

RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

Effective November 1, 2023

A.OVERVIEW

InaccordancewiththeapplicablerulesofThe NYSE American (the “NYSE Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”)of CompX International Inc. (the “Company”) has adopted this Policy (the “Policy”) to provide for the recovery of erroneously awarded Incentive-based Compensation from Executive Officers. AllcapitalizedtermsusedandnototherwisedefinedhereinshallhavethemeaningssetforthinSectionH, below.

B.RECOVERY OF ERRONEOUSLY AWARDEDCOMPENSATION

(1)IntheeventofanAccountingRestatement,theCompanywillreasonablypromptlyrecover any Erroneously Awarded Compensation Received in accordance with NYSE Rules and Rule 10D-1 asfollows:

(i)After an Accounting Restatement, the Management Development and Compensation Committee of the Company’s Board (the “Committee”) shall determine the amount of any Erroneously Awarded Compensation Received by each Executive Officer and shall promptly notify each Executive Officer with a written notice containing the amount of any Erroneously Awarded Compensation and a demand for repayment or return of such compensation, as applicable.

(a)ForIncentive-basedCompensationbasedon(orderivedfrom)theCompany’sstock priceortotalshareholderreturn,wheretheamountofErroneouslyAwarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement:

i. The amount to be repaid or returned shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the Company’s stock price or total shareholder return upon which the Incentive-based Compensation was Received;and

ii. The Company shall maintain documentation of the determination of such reasonable estimate and provide the relevant documentation as required to theNYSE.

(ii) The Committee shall have discretion to determine the appropriate means of recovering Erroneously Awarded Compensation based on the particular facts and circumstances. Notwithstanding the foregoing, except as set forth in Section

B(2) below, in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Executive Officer’s obligationshereunder.

(iii) To the extent that the Executive Officer has already reimbursed the Company for any Erroneously Awarded Compensation Received under any duplicative recoveryobligations established by the Company or applicable law, it shall be appropriate for any such reimbursed amount to be credited to the amount of Erroneously Awarded Compensation that is subject to recovery under thisPolicy.

(iv) To the extent that an Executive Officer fails to repay all Erroneously Awarded Compensation to the Company when due, the Company shall take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Executive Officer. The applicable Executive Officer shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such Erroneously Awarded Compensation in accordance with the immediately precedingsentence.

(2)Notwithstandinganythinghereintothecontrary,theCompanyshallnotberequiredtotake theactionscontemplatedbySectionB(1)aboveiftheCommitteedetermines that recovery would be impracticable and any of the following three conditions aremet:

(i)The Committee has determined that the direct expenses paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before making this determination, the Company must make a reasonable attempt to recover the Erroneously Awarded Compensation, document such attempt(s) and provide suchdocumentation to the NYSE;

(ii)RecoverywouldviolatehomecountrylawwherethatlawwasadoptedpriortoNovember28, 2022, provided that, before determining that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to the NYSE, that recovery would result in such a violation and a copy of the opinion is provided to NYSE;or

(iii) Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and regulationsthereunder.

C. DISCLOSUREREQUIREMENTS

The Company shall file all disclosures with respect to this Policy required by applicable U.S. Securities and Exchange Commission (“SEC”) filings and rules.

D. PROHIBITION OFINDEMNIFICATION

TheCompanyshallnotbepermittedtoinsureorindemnifyanyExecutiveOfficeragainst(i)thelossof any Erroneously Awarded Compensation that is repaid, returned or recovered

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pursuant to the terms of this Policy, or (ii) any claims relating to the Company’s enforcement of its rights under this Policy. Further, the CompanyshallnotenterintoanyagreementthatexemptsanyIncentive-basedCompensationthatisgranted, paidorawardedtoanExecutiveOfficerfromtheapplicationofthisPolicyorthatwaivestheCompany’sright torecoveryofanyErroneouslyAwardedCompensation,andthisPolicyshallsupersedeanysuchagreement (whetherenteredintobefore,onoraftertheEffectiveDateofthis Policy).

E.ADMINISTRATION ANDINTERPRETATION

This Policy shall be administered by the Committee, and any determinations made by the Committee shall be final and binding on all affected individuals.

The Committee is authorized to interpret and construe this Policy and to make all determinations necessary,appropriate,oradvisablefortheadministrationofthisPolicyandfortheCompany’scompliance with NYSE Rules, Section 10D, Rule 10D-1 and any other applicable law, regulation, rule or interpretationoftheSECorNYSE promulgatedorissuedinconnectiontherewith.

In the administration of this Policy, the Committee is authorized to consult with the full Board or other committees of the Board as the Committee considers necessary or appropriate as to matters within the scope of such other committee’s responsibility and authority. Subject to any limitation at applicable law, the Committee may authorize and empower any officer or employee of the Company to take any and all actions necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).

F. AMENDMENT;TERMINATION

The Board mayamendthisPolicyfromtimetotimeinitsdiscretionandshallamendthisPolicy as it deems necessary. Notwithstanding anything in this Section F to the contrary, no amendment or terminationofthisPolicyshallbeeffectiveifsuchamendmentorterminationwould(aftertakinginto account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule or NYSE rule.

G. OTHER RECOVERYRIGHTS

This Policy shall be binding and enforceable against all Executive Officers and, to the extent required by applicable law or guidance from the SEC or NYSE, their beneficiaries, heirs, executors, administrators or other legal representatives. The Board intends that this Policy will be applied to the fullest extent required by applicable law. Any employment agreement, equity award agreement,compensatoryplanoranyotheragreementorarrangementwithanExecutiveOfficershallbe deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Executive Officer to abide by the terms of this Policy.Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicablelaw,regulationorruleorpursuanttothetermsofanypolicyoftheCompanyoranyprovisionin any employment agreement, equity award agreement, compensatory plan, agreement or other arrangement.

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H.DEFINITIONS

For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.

(1)“Accounting Restatement” means an accounting restatement due to the material noncomplianceoftheCompanywithanyfinancialreportingrequirementunderthesecuritieslaws,including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r”restatement).

(2)“Clawback Eligible Incentive Compensation” means all Incentive-based Compensation ReceivedbyanExecutiveOfficer(i)onorafter October 2, 2023 (theeffectivedateoftheapplicableNYSErules),(ii) after beginning service as an Executive Officer, (iii) who served as an Executive Officer at any time during the applicable performance period relating to any Incentive-based Compensation (whether or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company), (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period (as defined below).

(3)“Clawback Period” means, with respect to any Accounting Restatement, the three completedfiscalyearsoftheCompanyimmediatelyprecedingtheRestatementDate(asdefinedbelow), and if the Company changes its fiscal year, any transition period of less than nine months within or immediately following those three completed fiscal years.

(4)“Erroneously Awarded Compensation” means, with respect to each Executive Officer in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation thatexceedstheamountofIncentive-basedCompensationthatotherwisewouldhavebeenReceivedhad it been determined based on the restated amounts, computed without regard to any taxespaid.

(5)“Executive Officer” means each individual who is currently or was previously an “executive officer” of the Company, as determined by the Committee in accordance with the definition of “executive officer” set forth in Rule 10D-1 and Section 303A.14 of the NYSE Rules. For the avoidance of doubt,executiveofficersforpurposesofthisPolicyshallincludeeachexecutiveofficer whoisorwasidentifiedpursuanttoItem401(b)ofRegulationS-KorItem6.AofForm20-F,asapplicable, aswellastheprincipalfinancialofficerandprincipalaccountingofficer(or,ifthereisnoprincipalaccounting officer, thecontroller).

(6)“Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return(andanymeasuresthatarederivedwhollyorinpartfromstockpriceortotalshareholderreturn)shall, for purposes of this Policy, be considered Financial Reporting Measures. For the avoidance of doubt, a FinancialReportingMeasureneednotbepresentedintheCompany’sfinancialstatementsorincludedina filing with theSEC.

(7)“Incentive-based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial ReportingMeasure.

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(8)“NYSE” means the NYSE American.

(9)“Received” means, with respect to any Incentive-based Compensation, actual or deemed receipt,andIncentive-basedCompensationshallbedeemedreceivedintheCompany’sfiscalperiodduring which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, evenifthepaymentorgrantoftheIncentive-basedCompensationtotheExecutiveOfficeroccursafterthe end of that period.

(10)“Restatement Date” means the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.

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